Down On The Upside - Music and Lyrics

Music and Lyrics

The album's songs placed emphasis on vocals and melody over the heavy guitar riffs that were found on the band's earlier LPs. It also features a rawer sound than Soundgarden's previous album Superunknown, as the band members produced the record themselves. Stephen Thomas Erlewine of Allmusic said that Soundgarden "retained their ambitious song structures, neo-psychedelic guitar textures, and winding melodies but haven't dressed them up with detailed production." The songs vary in tempo throughout the course of the album, with Thayil describing the album as having a "dual nature." He explained, "It keeps listeners on their toes and lets them know they're not getting the same album over and over." Shepherd called the album "the most accurate picture of what Soundgarden actually sounds like," stating, "It's way more raw. It's way more honest. It's way more 'responsible.'"

The band explained at the time that it wanted to experiment with other sounds (for example, the song "Ty Cobb" features Shepherd and Cornell playing mandolin and mandola). This experimentation can be heard to a lesser degree on Superunknown. Soundgarden used alternative tunings and odd time signatures on several of the album's songs. For example, "Never the Machine Forever" uses a time signature of 9/8. "Pretty Noose" and "Burden in My Hand" were written in C-G-C-G-G-E tuning.

The overall mood of the album's lyrics is not as dark as on previous Soundgarden albums. According to Cornell, "Pretty Noose" is about "an attractively packaged bad idea," and "Ty Cobb" is about a "hardcore pissed-off idiot." Cornell said that the songs "Never Named" and "Boot Camp" are based on his childhood. Thayil said that the lyrics for "Never the Machine Forever" are about "a life-and-death match between an individual and a less specifically defined entity." Cornell referred to "Overfloater" as "self-affirming."