The album topped the New Zealand and Australian charts and debuted at number two on the United States' Billboard 200, selling 200,000 copies in its opening week and spawning the singles "Pretty Noose", "Burden in My Hand", "Blow Up the Outside World", and "Ty Cobb".

"[3] Drummer Matt Cameron added that, while working with Michael Beinhorn on Superunknown had good results, it was "a little more of a struggle than it needed to be", and self-production would make the process go faster.

[5] The overall approach to songwriting was less collaborative than with past efforts, with the individual band members having brought in most of the songs more completely written.

[10] They tried to create a live atmosphere for the album,[11] and looked to leave in sounds that producers would normally try to clean up, such as feedback and out-of-tune guitar parts.

"[11] The album's songs placed emphasis on vocals and melody over the heavy guitar riffs that were found on the band's earlier LPs.

"[20] Stephen Thomas Erlewine of AllMusic said Soundgarden "retained their ambitious song structures, neo-psychedelic guitar textures, and winding melodies but haven't dressed them up with detailed production.

'"[19] The band stated at the time that it wanted to experiment with other sounds,[23] which included Shepherd and Cornell playing mandolin and mandola in the song "Ty Cobb".

[26] Cornell even admitted "Dusty" was "pretty positive for a Soundgarden song", describing it as an opposite to the previous album's "Fell On Black Days".

'"[31] In an interview given by the band, Cameron and Shepherd jokingly said that two other titles considered for the album were Mr. Bunchy Pants and Comin' At Ya!

[39] Alternative Press gave the album a three out of five, saying Soundgarden are "now fully capable of penning some damned spiffy pop songs", and adding that "they sound more human here, like they're playing in your living room".

[45] Rolling Stone staff writer David Fricke gave Down on the Upside three out of five stars, observing that the album has "some quality frenzy", but criticizing it for "lack[ing] defining episodes of catharsis", and saying: "Soundgarden seem to be digging in their heels rather than kicking up dirt, relying too much on drone-y impressionism and clever (as opposed to cleaving) guitar motifs.

"[38] Neil Strauss of The New York Times called the album the "rawer, looser follow-up to Superunknown", adding: "Generally, identifying with animals in song lyrics is a sign of low self-esteem, and Soundgarden is no exception.

For all the virility and macho power that rock singers have tried to wring from the [snake], Soundgarden remains more interested in the fact that it is the only animal cursed to spend its days slithering on the ground.

"[46] David Browne of Entertainment Weekly gave the album a B+, saying: "Few bands since Led Zeppelin have so crisply mixed instruments both acoustic and electric."

He added: "With arrangements that crest and fall to the point where a road map would have helped, the overlong (16-song) album is often unwieldy and could have benefited from judicious trimming.

"[34] AllMusic staff writer Stephen Thomas Erlewine gave the album three out of five stars, saying that "it might seem like nothing more than heavy metal, but a closer listen reveals that Soundgarden haven't tempered their ambitions at all.

"[47] Critic Robert Christgau gave the album an honorable mention of one star, describing it as "brutal depression simplified" and highlighted by the songs "Ty Cobb" and "Applebite",[48] while Jason Josephes from Pitchfork called it a "double shot of grunge, no foam but plenty of caffeine.

"[37] A negative review came from Johnny Cigarettes of NME, who gave the album 3/10 and said: "Throughout this record the mood of dark, demon-wrestling introspection continually rings hollow ... the lack of gut-level resonance [Soundgarden] create reveals all this as mere dark stylistics, the modern equivalent of a scary monster on an Iron Maiden T-shirt.

"[36] The album included the singles "Pretty Noose", "Burden in My Hand", and "Blow Up the Outside World", all of which had accompanying music videos.

[52] At the final stop of the tour, in Honolulu, Hawaii, on February 9, 1997, Shepherd threw his bass into the air in frustration after suffering equipment failure, and subsequently stormed off the stage.

[59] All lyrics are written by Chris Cornell, except "Never the Machine Forever" by Kim Thayil and "An Unkind" by Ben Shepherd.Various versions of the "Burden in My Hand" single featured two B-sides from the Down on the Upside recording sessions that were not included on the album: "Karaoke" and "Bleed Together".