The album topped the New Zealand and Australian charts and debuted at number two on the United States' Billboard 200, and spawning the singles "Pretty Noose", "Burden in My Hand", "Blow Up the Outside World", and "Ty Cobb".
Down on the Upside was Soundgarden's last studio album until 2012's King Animal, as tensions within the band led to its break-up in April 1997.
Recording sessions for the album took place between November 1995 and February 1996 at Studio Litho and Bad Animals Studio in Seattle, Washington. Studio Litho is owned by Pearl Jam guitarist Stone Gossard. The members of Soundgarden produced the album themselves. On the decision to work without an outside producer, frontman Chris Cornell stated that "a fifth guy is too many cooks and convolutes everything. It has to go down too many mental roads, which dilutes it." Drummer Matt Cameron added that, while working with Michael Beinhorn on Superunknown yielded excellent results, it was "a little more of a struggle than it needed to be", and self-production would accelerate the process.
Work on the album began in July 1995. The overall approach to songwriting was less collaborative than on previous efforts, as individual band members brought in songs that were more fully realized. The band sought to explore unfamiliar territory and utilize a wider variety of material. They aimed to capture a live atmosphere for the album, deliberately retaining sonic textures that producers typically remove, such as audio feedback and out-of-tune guitar parts. The overall time spent working on the album was less than what the band had spent working on Superunknown. Cornell described the album-making process as "way faster and way easier". Most of the material was written by Cornell and bassist Ben Shepherd, with Shepherd having contributed to six of the album's sixteen tracks. Reportedly, tensions within the group arose during the recording sessions, as guitarist Kim Thayil and Cornell allegedly clashed over the latter's desire to shift away from the heavy guitar riffing that had become the band's trademark.
Thayil's sole songwriting contribution to the album was "Never the Machine Forever", for which he wrote both the lyrics and the music; it was also the final song recorded for the sessions. The track initially grew out of a jam session Thayil shared with Seattle drummer Greg Gilmore. In the liner notes, Thayil credited Gilmore for inspiring the song. He stated that he had numerous incomplete musical ideas that lacked lyrics or arrangements, which prevented them from making the final track listing.
Various versions of the "Burden in My Hand" single featured two B-sides from the Down on the Upside recording sessions that were not included on the album: "Karaoke" and "Bleed Together". "Bleed Together" was included on the band's 1997 greatest hits compilation, A-Sides, and was released as a promo CD single in 1997. Thayil noted the song was not included on Down on the Upside because the band was not pleased with its mix and already had a sufficient amount of material for the album.
Down on the Upside continued the band's musical development away from alt-metal to a more experimental sound, described as alternative rock and grunge. The album's songs placed emphasis on vocals and melody over the heavy guitar riffs that were found on the band's earlier LPs. It also featured a rawer sound than Soundgarden's previous album Superunknown, as the band members produced the record themselves. Cornell summed up the changes by saying: "What we've lost in sonic precision we've gained so much in terms of feeling." The songs varied in tempo throughout the course of the album, with Thayil describing the album as having a "dual nature". He stated, "It keeps listeners on their toes and lets them know they're not getting the same album over and over." Shepherd called the album the most accurate picture of what Soundgarden actually sounded like at the time.
The band stated at the time that it wanted to experiment with other sounds, which included Shepherd and Cornell playing mandolin and mandola on the song "Ty Cobb". This experimentation can be heard to a lesser degree on Superunknown. Soundgarden used alternative tunings and odd time signatures on several of the album's songs. The overall mood of the album's lyrics is not as dark as on previous Soundgarden albums. Cornell even admitted "Dusty" was "pretty positive for a Soundgarden song", describing it as an opposite to the previous album's "Fell On Black Days". According to Cornell, "Pretty Noose" is about "an attractively packaged bad idea", and "Ty Cobb" is about a "hardcore pissed-off idiot". Cornell said the songs "Never Named" and "Boot Camp" are based on his childhood. Thayil said the lyrics for "Never the Machine Forever" are about "a life-and-death match between an individual and a less specifically defined entity".
The album's cover art, photographed by Kevin Westenberg, features the band members in silhouette. At one point, a photograph of caterpillars eating a tomato—which was ultimately used for the "Blow Up the Outside World" single—was considered for the cover of Down on the Upside. The album was also released as a limited edition that included the Into the Upside interview bonus disc.
The title Down on the Upside comes from a line in the song "Dusty". The lyric states, "I think it's turning back on me/I'm down on the upside". Cornell noted that the title represents the varied musical textures found across the album.
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