In Eels’ second album, the depression of their first is turned up sharply, with songs about dying on a bathroom floor, going to funerals, going insane, and eating hospital food filling the ~50-minute run-time.  Also changed is the clarity of their alt-rock style, with blurred textures, submersive mixing, and mumbled lyrics traded between overwhelmed electronics and submissive acoustics.  Lullaby-like bridges, interludes, and build-ups lend things a regular sense of drifting away that pairs well with the album art, and the balancing act between detachment and despair ends up providing the driving force behind much of the music.

Despite the weight of pessimism and regret present through pretty much the entire album, front-man Mark Everett manages to avoid seeming overwhelmed by his morose indulgences.  It tends to feel knowingly directed, even in the most down-cast points, and the numerous little production touches (e.g., brief twittering of birds, a moment of wind instruments, music-box under-points, etc.) indicate a careful molding of the material to its final form.