CONFRONTING THE WHITE ELEPHANT: UPSILON PHYSICS AT THE BABAR B-FACTORY For a decade, the PEP-II/BaBar B-factory has been a flagship experiment in precision measurements in the flavor sector, notably in the decays of B and charm mesons. Before its shutdown in April 2008, the B-factory took a new direction and secured the world's largest samples of Upsilon(3S) and Upsilon(2S) mesons and performed an extensive scan above the Upsilon(4S) resonance. I will talk about the motivation for this change of course and our new results in both the confirmation of the ground state of bottomonium and the search for evidence of new physics at a low mass scale, including both the Higgs and dark matter.