May 1996. I was sitting in my apartment, windows open to catch the spring breeze, spinning Soundgarden’s just-released “Down on the Upside” for the third consecutive time. The album was drawing mixed reactions from friends and fellow critics—some disappointed by its less metallic approach, others intrigued by its more experimental directions. Me? I was captivated, though I couldn’t quite articulate why yet. There was something about this record that felt like both an evolution and a culmination, a band simultaneously pushing forward and looking inward.
Coming off the massive commercial success of “Superunknown,” which had catapulted them from respected underground heroes to legitimate rock stars, Soundgarden faced the classic dilemma: where do you go when you’ve seemingly reached the peak? The obvious move would have been to deliver “Superunknown Part 2″—more “Black Hole Sun”-style accessible psychedelia, more radio-ready hooks wrapped in just enough heaviness to maintain their rock credibility. Instead, they chose the path less traveled, creating an album that deliberately pulled away from what had brought them mainstream success.
“Down on the Upside” was, in many ways, Soundgarden’s most democratic album. Where previous efforts had primarily been shaped by the Cornell/Thayil partnership, this record saw significant contributions from bassist Ben Shepherd and drummer Matt Cameron. The band also opted to self-produce after working with Michael Beinhorn on “Superunknown,” a decision that resulted in a more organic, less polished sound. These choices gave “Upside” a looser, more varied feel than its predecessors—less metallic crunch, more textural exploration.
I remember interviewing Chris Cornell for Riff Raider right before the album dropped. We met at a coffee shop in Seattle on a typically gray, drizzly afternoon. He seemed simultaneously fired up about the new music and deeply ambivalent about the machinery surrounding its release.
“We’ve never been the kind of band that thinks about what we’re supposed to sound like,” he told me, nursing an espresso. “With this album, we just followed where the songs wanted to go, and they wanted to go in a lot of different directions. Some heavy, some not. Using acoustic guitars didn’t feel like a departure to us; it felt like using all the colors in our palette.”
That broader palette was evident throughout the album. Tracks like “Pretty Noose” and “Burden in My Hand” maintained the band’s propulsive energy while incorporating more acoustic textures. “Blow Up the Outside World” built from gentle verses to explosive choruses in a way that felt earned rather than formulaic. And songs like “Applebite” and “Switch Opens” pushed into territory that was downright experimental by mainstream rock standards of the mid-’90s.
What made these explorations work was the band’s absolute confidence in their musicianship. Matt Cameron’s drumming had never been more nuanced, incorporating jazz-influenced flourishes without sacrificing power. Shepherd’s bass work was both melodic and muscular, often carrying songs as much as the guitars did. And Thayil, while scaling back some of the drop-D riffage that had defined their earlier work, delivered some of his most textured and atmospheric playing.
Then there was Cornell’s voice—that four-octave marvel that could go from whisper to wail in a single phrase. On “Down on the Upside,” he seemed more interested in exploring the subtleties of his instrument than in simply showcasing its power. The restraint he showed on tracks like “Zero Chance” and “Boot Camp” revealed new emotional depths, a vulnerability that contrasted powerfully with the band’s more aggressive moments.
I caught them on the “Down on the Upside” tour when they played Seattle’s Mercer Arena, and the live renditions added new dimensions to the album tracks. Songs that had seemed almost subdued on record exploded with renewed energy on stage. The interplay between the four musicians was remarkable to witness—a band at the peak of their powers, capable of both precision and spontaneity. Even then, though, there were signs of the tension that would soon lead to their breakup. Cornell and Thayil rarely interacted on stage, and there was a palpable sense of four individuals rather than a unified group.
What’s fascinating about “Down on the Upside” in retrospect is how it manages to sound both of its time and somehow outside it. While many albums from the mid-’90s alternative boom now sound dated, trapped in the production trends and stylistic quirks of their era, Soundgarden’s swan song feels more timeless. Its organic production and focus on songcraft over trends have helped it age remarkably well, even as some of its contemporaries have calcified into period pieces.
The album also represents a crucial transition point in how we think about “heavy” music. By deliberately moving away from the metallic crunch of their earlier work in favor of more varied textures and dynamics, Soundgarden helped expand the definition of what a heavy band could sound like. Heaviness didn’t have to mean drop-D riffs and screamed vocals; it could also come from emotional weight, from sonic density, from thematic darkness. This was a lesson that countless bands would absorb in the years that followed, from Tool’s progressive explorations to Deftones’ textural experiments.
When the band announced their breakup in 1997, I wasn’t entirely surprised. The tensions evident in interviews and performances had been building for some time, and “Down on the Upside” already felt like a band pulling in multiple directions. What did surprise me was how definitively they seemed to close the door, with no hint that they might someday reconsider. It would be 13 years before they reunited, and by then, the musical landscape had transformed completely.
That long absence may partially explain why “Down on the Upside” remains relatively underappreciated in Soundgarden’s catalog. It didn’t get the years of touring and promotion that typically cement an album’s place in a band’s legacy. It didn’t spawn a hit as massive as “Black Hole Sun.” And its more nuanced approach didn’t fit neatly into the simplified narratives that often shape how we discuss influential bands. It’s easier to point to “Badmotorfinger” as “the heavy one” or “Superunknown” as “the breakthrough” than to categorize the more complex, contradictory “Upside.”
I interviewed Matt Cameron years later, when he was firmly established as Pearl Jam’s drummer, and asked about his perspective on their final album together.
“I’m really proud of that record,” he told me, surprisingly animated on the topic. “We were all pulling in different directions by then, but somehow that tension created something special. It wasn’t the easiest album to make, but I think it showed all the different things Soundgarden could be. It wasn’t just about being heavy or commercial; it was about making music that interested us.”
That creative restlessness is what makes “Down on the Upside” such a fitting final chapter to Soundgarden’s original run. It showcases a band refusing to repeat themselves, even at the risk of alienating fans who’d come aboard with “Superunknown.” That willingness to follow their muse rather than commercial considerations places them firmly in the tradition of artists like Led Zeppelin and Black Sabbath, who similarly evolved beyond their initial sound while maintaining their essential identity.
The album’s lyrical concerns, primarily crafted by Cornell, offer another layer of poignance in retrospect. Themes of disillusionment, isolation, and existential questioning run throughout—”Pretty Noose,” “Burden in My Hand,” “Boot Camp.” There’s a weariness to many of the lyrics that feels almost premonitory, hinting at the burnout that would soon lead to the band’s dissolution. This wasn’t just professional fatigue; it was a deeper questioning of purpose and direction.
In the years since its release, “Down on the Upside” has gradually earned more recognition as fans and critics revisit it without the weight of expectations that accompanied its arrival. Its influence can be heard in the more textured approach of bands like Mastodon on their later albums, in the dynamic range of groups like Baroness, in the willingness of heavy bands to incorporate acoustic elements without losing their edge. It’s become something of a musician’s favorite—the album other artists point to as evidence of Soundgarden’s range and vision.
Last year, on a trip to Seattle, I made a pilgrimage to London Bridge Studio, where parts of the album were recorded. Standing outside the unassuming building, I thought about how “Down on the Upside” represents a road not taken in mainstream rock. As nu-metal and post-grunge were beginning their commercial ascent with their more formulaic approaches, Soundgarden was moving in the opposite direction—toward more complexity, more subtlety, more artistic ambition. They might have been out of step with trends, but they were absolutely in step with their artistic integrity.
Cornell’s tragic death in 2017 inevitably casts a shadow over any discussion of Soundgarden’s legacy. The reunion that had seemed so promising, that had produced the solid “King Animal” album and powerful live shows, was cut short in the most devastating way possible. But his passing also prompted many to revisit the band’s catalog with fresh ears, to appreciate the full range of what they had accomplished across their career.
In that reconsideration, “Down on the Upside” stands as a testament to what made Soundgarden so special—not just their heaviness or their hooks, but their willingness to evolve, to challenge themselves and their audience, to follow their creative instincts even when they led away from commercial certainty. It might not be their most celebrated album, but it may be their most revealing—a complex, contradictory final statement from a band that refused to be easily categorized.
As the closing track “Boot Camp” fades out with its mantra-like refrain, there’s a sense of resolution that feels appropriate for what would be their last album for over a decade. Not a dramatic ending, but a gradual dissolution, a band slowly disappearing into the mist. They went out not with a bang but with an album that showcased their full range of abilities, that hinted at paths they might have explored had circumstances been different. In its understated way, it was the perfect swan song—not trying to summarize what they had been, but offering a glimpse of what they could be.
And for that, “Down on the Upside” deserves to be recognized not as a footnote in Soundgarden’s story, but as a crucial chapter—the sound of a great band challenging themselves one last time before the long silence that followed.