It was 1996. Grunge was basically gasping its last breath. Kurt Cobain had been gone for two years, and the sludge-heavy riffs of the early nineties were starting to feel a bit like yesterday's laundry. Then Soundgarden dropped their fifth studio album. If you look at the Down on the Upside tracklist, you aren’t just looking at sixteen songs; you’re looking at the blueprint of a band that was essentially vibrating apart.
Most people remember Superunknown. It was the giant. It had the hits. But Down on the Upside is the one that real gearheads and Seattle obsessives keep coming back to. It’s longer. It’s weirder. It’s got way more mandolin than a "grunge" record has any right to have. Honestly, it's the sound of Chris Cornell, Kim Thayil, Ben Shepherd, and Matt Cameron deciding they were done with the "Seattle sound" before the world was even done with them.
The chaos behind the Down on the Upside tracklist
Usually, when a band makes a masterpiece, they want to repeat the formula. Not these guys. For this record, they fired their long-time producer Terry Date. They decided to produce it themselves. That was the first domino.
The tension was thick. You can hear it. Kim Thayil wanted more of those signature, heavy-as-lead guitar riffs. Chris Cornell, however, was moving toward something more melodic, almost acoustic in spots. He was tired of the "sludge." This tug-of-war is exactly why the Down on the Upside tracklist feels so schizophrenic. You get the blistering speed of "Ty Cobb" sitting right next to the psychedelic, swirling gloom of "Applebite."
It’s an hour and five minutes of music. That’s a lot to ask of a listener. But in 1996, Soundgarden was the biggest band in the world, so they had the ego to think they could pull it off. They mostly did. But the cost was the band itself. They broke up less than a year after this came out.
Pretty Noose: The heavy opener
The album kicks off with "Pretty Noose." It’s got that wah-wah pedal hook that feels almost nauseous. It’s a classic Cornell lyric—dark, metaphorical, and deeply uncomfortable. It set the tone: this wasn't going to be a fun party record. It peaked at number two on the Modern Rock tracks, but it felt more like a warning than a radio hit.
Rhinosaur and Zero Chance
Then you hit "Rhinosaur." This is pure Ben Shepherd. Ben was always the secret weapon of the band’s later years. His bass lines didn't just follow the guitar; they carved out their own jagged paths. By the time you get to track three, "Zero Chance," the mood shifts. It’s melancholic. It’s the sound of a rainy Seattle Tuesday. "They say if you look hard / You'll find your way back home / But home is just a place / Where you left and learn to roam." Cornell was writing some of his best poetry here, even if the band was arguing in the parking lot.
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Dissecting the middle: Where things get weird
If you've spent any time with the Down on the Upside tracklist, you know the middle section is a gauntlet. "Dusty" is a sleeper hit—great groove, very "desert rock" before that was really a defined thing. But then you hit "Ty Cobb."
Named after the famously racist and aggressive baseball player, the song is a frantic, hardcore-punk-adjacent blast. It features a mandolin and a mandocello. Yes, a mandocello. It’s probably the most aggressive thing on the record, yet it’s played on instruments you'd expect to see at a folk festival. This was the band experimenting because they were bored of being rock stars.
Blow Up the Outside World
This is the centerpiece. If you ask a casual fan about this era, they might only know this song and "Burden in My Hand." "Blow Up the Outside World" is Soundgarden’s "Strawberry Fields Forever." It starts with this Lennon-esque, clean guitar part and then explodes into a wall of noise. It’s a song about isolation. It’s a song about wanting to just... delete everything. Given the internal friction in the studio, it’s not hard to see where the inspiration came from.
Burden in My Hand
Then there's "Burden in My Hand." It’s written in an open C-G-C-G-G-E tuning. It sounds like a twisted version of a country song. It’s catchy, but the lyrics are about a man who just killed a woman and left her in the sand. It’s vintage Soundgarden: beautiful melodies wrapping up absolutely horrifying subject matter.
Why the second half of the record is underrated
Most albums front-load the hits. Soundgarden didn't care about that. The back half of the Down on the Upside tracklist contains some of their most experimental work.
- "Never the Machine Forever": This was the first Soundgarden song written entirely by Kim Thayil (lyrics and music). It’s in 9/4 time. It’s clunky, heavy, and brilliant.
- "Tighter & Tighter": This is the emotional peak of the album. It’s over six minutes long. It feels like a slow descent into deep water. The guitar solo at the end is one of Kim's finest moments—soulful and feedback-drenched.
- "No Attention": A quick, three-minute punk burst. It feels like a throwback to their Screaming Life days.
- "Applebite": This is where they really lost the casual fans. It’s an instrumental, murky, keyboard-driven track with some ghostly vocals buried in the mix. It’s creepy. It’s awesome.
Overfloater and the end of the line
"Overfloater" features some of the best vocal work Chris Cornell ever recorded. The way he hits those high notes over the Fender Rhodes piano is incredible. It’s a song about being high—or maybe just being overwhelmed by fame.
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Then you get "An Unkind," a quick Ben Shepherd track, followed by "Boot Camp."
"Boot Camp" is a haunting, quiet ending. It’s the sound of someone checking out. "Far over the hill / The day begins / And I'm checking out / Of this town again." It’s widely believed that by the time they recorded this, the band knew they were finished. They didn't want to be the "Soundgarden" the world expected them to be anymore.
The technical legacy of the songs
One thing that gets overlooked when discussing the Down on the Upside tracklist is the sheer technicality. This wasn't three-chord garage rock.
Soundgarden used odd time signatures like they were 4/4. They used bizarre alternate tunings that forced them to bring dozens of guitars on tour. In "Never the Machine Forever," the 9/4 time signature makes the song feel like it’s constantly tripping over its own feet, but Matt Cameron’s drumming keeps it locked in. Cameron is the unsung hero here. His ability to make math-rock complexities feel like heavy metal thunder is why this album still sounds modern thirty years later.
Production choices
Because the band produced it themselves, the "sheen" of the nineties is gone. Superunknown had that massive, polished, "radio-ready" sound. Down on the Upside is rawer. The drums are dryer. The guitars aren't as layered. It sounds like four guys in a room, which is exactly what it was. But that lack of a mediator (a producer) meant that some of the arguments over the songs never got resolved. Thayil famously hated that the album moved away from his heavy riffing style, and that resentment boiled over during the subsequent tour.
What most people get wrong about this album
A lot of critics at the time called this album "bloated." They said sixteen tracks was too many. They weren't necessarily wrong, but they missed the point. Down on the Upside wasn't meant to be a lean, mean hit machine. It was a funeral for an era.
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If you cut "Applebite" or "An Unkind," you lose the texture of the band’s disintegration. The album is a document of a group of geniuses who were tired of each other's genius.
Another misconception is that it’s an "acoustic" record. Just because there’s a mandolin doesn't mean it’s MTV Unplugged. Songs like "Rhinosaur" and "Never the Machine Forever" are as heavy as anything on Badmotorfinger. They're just a different kind of heavy—more psychological, less physical.
Actionable ways to experience the album today
If you’re revisiting the Down on the Upside tracklist or hearing it for the first time, don’t just shuffle it on Spotify. You’ll miss the narrative.
- Listen on vinyl if possible. The album was designed for two discs. The breaks between sides give your ears a rest from the intensity.
- Focus on the bass. Ben Shepherd’s work on "Switch Opens" and "Zero Chance" is a masterclass in melodic bass playing that stays "heavy."
- Read the lyrics while listening to "Boot Camp." It’s the perfect closing statement for the first chapter of their career.
- Compare it to Superunknown. Notice how much more "space" there is in the mix. The silence between the notes is just as important as the noise.
The 1997 breakup that followed this album wasn't a surprise to anyone who was paying attention to the music. You can hear the seams splitting. But that’s what makes it beautiful. It’s real. It’s flawed. It’s arguably the most "human" record Soundgarden ever made. They eventually reunited in 2010 and gave us King Animal, which was great, but Down on the Upside remains the definitive "end of the beginning" for the kings of Seattle.
Next Steps for the Listener:
To truly appreciate the complexity of the Down on the Upside tracklist, start by isolating the songs written by Ben Shepherd ("Zero Chance," "Dusty," "An Unkind"). You'll notice a distinct shift in the harmonic language compared to Cornell's tracks. After that, listen to the "Pretty Noose" acoustic version from the Songs from the Superunknown EP to see how a heavy track can be completely reimagined—a core theme of the 1996 sessions. Finally, track down the 1996 Lollapalooza live recordings to hear how these intricate studio tracks translated to the stage during the band's most volatile period.