Down on the Upside is the fifth studio album by American rock band Soundgarden, released on May 21, 1996, through A&M Records. Serving as the follow-up to their massive 1994 commercial breakthrough Superunknown, it was the final album the group released before their initial dissolution in April 1997.

Seeking more creative control, the band self-produced the record alongside engineer Adam Kasper. The result was a raw, experimental, and musically diverse effort that incorporated acoustic textures, unconventional guitar tunings, and bluesy arrangements while retaining Soundgarden's signature heavy sound. The album debuted at number two on the US Billboard 200, certified Platinum, and spawned major rock hits including "Pretty Noose," "Burden in My Hand," and "Blow Up the Outside World."