Down on the Upside is the fifth studio album by the American rock band Soundgarden, released on May 21, 1996, through A&M Records. It is the band's third album with bassist Ben Shepherd. Following a worldwide tour in support of its previous album, Superunknown (1994), Soundgarden commenced work on a new album. Self-produced by the band, the music on the album was notably less heavy and dark than the group's preceding albums and featured the band experimenting with other sounds.