For a band that spent their career evolving—from the scrappy, noisy punk of debut album Ultramega OK to the metallic Badmotorfinger and more nuanced Superunknown—it’s no surprise that Soundgarden approached their fifth album looking to further experiment with their sound. Down On the Upside was, however, more a refinement of their approach on Superunknown than a radical reboot. While introducing instrumentation such as mandolin and mandola (the furious “Ty Cobb”), Rhodes piano (“Overfloater”), and Moog (“Applebite”), the trademark elements that catapulted Superunknown to mainstream acclaim—Chris Cornell’s anguished/angelic vocals and introspective lyrics; their ability to craft anthemic rock songs without compromising their artistic vision; their freewheeling approach to complicated time signatures—remained very much intact. Following the protracted sessions for Superunknown with producer Michael Beinhorn, the quartet opted to co-produce Down On the Upside with engineer Adam Kasper, favoring a rawer aesthetic over their laboriously crafted predecessor. The contrast between the LP’s more commercial moments is stark—while “Pretty Noose” (about an attractively packaged bad idea) and the “Black Hole Sun”-esque “Blow Up the Outside World” speak very much of a band au fait with commercial expectations, “Never the Machine Forever” (guitarist Kim Thayil’s sole contribution to the record) is a growling, aggressive throwback to the band’s earlier output; the downbeat, atmospheric “Applebite” drowns Cornell’s vocals in a distant haze; while “Never Named” is a two-and-a-half minute exercise in punk abandon. By the time Soundgarden released Down On the Upside—its title is taken from a line in the bluesy “Dusty”—popular music was in flux. The grunge scene of which they’d been designated figureheads was waning, due in no small part to the 1994 death of Kurt Cobain and disbanding of Nirvana, not to mention Alice In Chains’ absence due to vocalist Layne Staley’s drug addiction. Soundgarden too would break up while touring Down On the Upside, burned out by years of nonstop activity. Though they would reform in 2010, for more than a decade their fifth album stood as their swan song: a singular piece of work from a band that didn’t so much cater to the mainstream, but brought the mainstream to them.