Down On The Upside, Soundgarden’s fifth full-length studio album, released on May 21, 1996, debuting at #2 on the Billboard 200, represented a significant stylistic departure away from alternative metal into a more experimental sound with an emphasis on vocals, melody and more diverse instrumentation. The music on the album was notably less heavy than the group’s preceding albums.

Down On The Upside would become Soundgarden’s final studio album for 16 years as tensions within the band led to its break-up in April 1997. It is the band’s third album with bassist Ben Shepherd.

The album debuted at number 2 on the United States’ Billboard 200, selling 200,000 copies in its opening week and spawning the singles “Pretty Noose”, “Burden in My Hand”, “Blow Up the Outside World”, and “Ty Cobb”.
The album’s title comes from lyrics in the fourth track “Dusty.”