The third full-length album by New York's As Tall as Lions, You Can't Take It With You, is a thoughtful, textured tour de force of soundscapes, vocal harmonies, melodies and insightful lyrics about the modern world.  The songs' subject matter faces head-on the politics of God, love, war, and the human condition while examining everyday struggles such as anxiety, isolation, and money."  With You Can't Take It With You, the band; vocalist-guitarist Dan Nigro, guitarist Saen Fitzgerald, bassist Julio Tavarez and drummer Cliff Sarcona, has made its smartest and most impressive album to date.

This might be in part to it being the most difficult to make. Before ATAL had made 2006's As Tall As Lions, the group, who had formed while in high school, had finally gelled as a unit and were ready to make a mature, well polished album. Having accomplished that goal, the musicians now pushed themselves harder and vowed this time to recreate the feel of their live performance for You Can't Take It With You. In the nearly two years it took them to write and record the disc, they changed producers three times, traveled cross country to record it (with no studio time booked) and not surprisingly nearly imploded.  "Listening to it now, and not being in the thick of it, I can respect all the trials and tribulations," Fitzgerald says. "I was often frustrated about the length of the process, but we couldn't have made an album like this any other way."

The group began thinking about the follow-up to the sophomore release as far back as Fall 2007. Around that time, the phrase "You can't take it with you" popped into Fitzgerald's head. Envisioning how it related to modern society and culture--especially in regard to how people were becoming detached from one another because of technology--he thought it was particularly relevant. It was only later he learned of the 1938 movie of the same name and how the phrase had since become ubiquitous. "I think I saw it in an advertisement," he says. "It concerned me at first, and then I laughed. I said, 'Wait a minute, that's kind of what this is about anyway.' That phrase in an advertisement actually makes it perfect." The title's concept would soon be a major theme in much of the album's lyrics.

From there, inspiration began creeping from less-than-obvious places. For Nigro's birthday, the group went to Fuerza Bruta: Look Up, a performance-art piece in which gravity-defying acrobats float around the room to rhythm-heavy dance music. "Our minds just exploded," Nigro says. "Its music inspired a lot of the percussion ideas on the album." Whereas some of the lyrical influence came from author Daniel Qunn's 1991 novel Ishmael, about an omniscient ape philosophizing about the trappings of humanity. "That comes through in the title track, Nigro says. "It's about letting go of the past and letting go of the future and not being so consumed in our material possessions and the day-to-day."

When the band got to writing, the inspirations paid off. They ended up with too much material and found themselves holding back. At one rehearsal, after the group had already decided they had completed the song writing for the record, Nigro began playing a riff he'd kept on the backburner. "All of a sudden Rob (Parr, ATAL's touring keyboardist/percussionist) comes in on the drums, playing that off-time beat," the frontman says of what would become the album's first song, "Circles." "I remember one of the guys saying, 'we're done writing this record. Don't try to elaborate on this.' [Laughs] We ended up recording it and when I listen back to that tape of us just jamming on it, it all pretty much remained intact for the final album version." At that same rehearsal, almost immediately after finishing "Circles," Nigro began playing another riff he had in mind, during which everyone but he and Tavarez left the studio. The pair worked on the song throughout the night and ended up with what would become "Lost My Mind," the record's closing track.

Once the original producer quit after preproduction, the band decided to head out to California in January to begin tracking with Mark Howard (Dylan, U2, Daniel Lanois). While they got some gold out of those sessions ("Sleepyhead" and We's Been Waitin,"), ultimately, the pairing proved dysfunctional and ended abruptly.  They found themselves desperately needing to find someone new on short notice in Los Angeles. "We almost broke up numerous times," Fitzgerald says. "The band was very unstable for a while, because we took such an ass-backwards approach to it." Eventually, after consulting with several producers, they met Noah Shain. After recording one track with him, they were impressed with his passion for the songs and they never left his studio.

It was in his Hollywood studio that the band began experimenting with sounds. Fitzgerald's girlfriend had given him a Suzuki Omnichord, the box of which promised to make you into a musician in nine seconds. "You press down a button, and it will give a chord," the guitarist says. "It has all these really cheesy sounds on it." Turns out he made good use out of it, incorporating into "In Case of Rapture" "You Can't Take It With You" and "Sleepyhead."  Nigro sang through a $10 megaphone on "We's Been Waitin'," and Sarcona took chopsticks to a Coke bottle for "The Narrows." The group, collectively, put the most work into the opening percussion line of "Circles." After trying to record stomping feet and clapping hands, they couldn't get the right sound. Instead, the band took to banging the palms of their hands on a keyboard flight case. They did it for 10 minutes straight just so that Noah could get the right tones. "Our hands were nearly bleeding at that point," Fitzgerald says. "I wasn't able to close my hands for the next day and a half."

By the time the group finished the album, they felt a greater sense of accomplishment than on any previous recording. It was the most arduous journey As Tall as Lions has made together, but they all agree, it was worth it. "There was a black cloud over this album the entire time," Fitzgerald says. "But looking back on it now that the work is done, I can say, 'You know what? We went through all that shit, and I'm so glad we did because it gave the album grit and tension and character.  It shaped it into something special.'  We're all extremely proud of it."