When Ben Folds and his oddly-named trio crashed the guitar-heavy grunge party dominating the early part of the '90s, he did so by melding unerring pop sensibilities with acerbic lyrics. REINHOLD MEISSNER finds Folds using more orchestrations on a record full of pop confections that was unknowingly named for the first man to climb Mt. Everest without an oxygen tank. "Don't Change Your Plans" includes a flugelhorn section reminiscent of any classic Bacharach/David composition, whereas the slightly more uptempo "Mess" carries a breeziness that has Elton John's influence all over it. Folds avoids filling REINHOLD solely with such nakedly emotive numbers like "Magic" and "Hospital Song" by fiercely rocking the '88s.

The semi-autobiographical "Army" bubbles over with Robert Sledge's unmistakable fuzz bass and help from the Squirrel Nut Zipper's horn section. Folds throws in a semi-rap and electronic sound effects to poke fun at his southern upbringing in "Your Redneck Past" and uses an answering machine message left by his dad as the vocal track for the coffee-house jazz of "Your Most Valuable Possession." Folds wraps everything up with the mid-tempoed "Lullabye," a song whose combination of orchestral arrangements and soulful piano playing bring to mind Ray Charles.

Old Biography BEN FOLDS: This is the first record we've said, you know, let's go into a nice studio and let's take the time and let's do it right. Make it big. We had time and we had money and we were excited about going into a studio. We wrote most of the record in the studio. At Sound City in California. Pretty much on the 101 Freeway on the way to the studio. We got one every morning.

About the title: DARREN JESSEE: "Reinhold Messner" is the name that me and my friends in high school used on fake IDs. We had this poster board of an Arizona driver's license when we were 17, and the name was Reinhold Messner, who was actually born in ' 62 or something absurd. We all had it. And so it would be a chain of five 17-year old guys going to bars at night with the same name. That's where the name comes from. Reinhold Messner is the patron saint of underage drinking.

"Narcolepsy"

BEN: We've been touring for four or five years. You so look forward to sleep because you don't get it very often. The same way you check out. I mean, you can be enjoying the biggest things in your life and you can't register it, and your mind goes to sleep. Or if you're going through a break-up, or if you're happy about things, you just can't enjoy them--because you're not aware, you have no awareness.

"Don't Change Your Plans"

BEN: I was writing a much slower song, and it was the chorus. The instrumental part with the fluegelhorn was probably the only thing that we were really excited about when we left North Carolina. We'd been playing that together and it sounded finished and tight. There was a lot of editing going on in that song. It took a lot of turns and was a real evolution. There's a total Burt Bacharach rip-off section in it, fluegelhorns and the whole thing. I would admit it. It was just a tip of the hat to him.

"Mess"

BEN: It's a cowboy song. There's a little "woe is me" going on there. I saw it going both ways. This jerk's just feeling sorry for himself and deserves the mess he's in, but I also saw it as kind of redemptive, working his way through it, trying to understand it. And you know, anything that happens to you, well, that's the way you think. It's your fault too. There's a little bit of "it's your fault" in it. There's a line about not believing in God, which just means "Well, that's not my thing, so I can't use that. It's my fault."

"Magic"

DARREN: That song is kind of a composite of people that I've known that have died. It's also a love song. It's not very complex.

"Hospital Song"

BEN: I don't know why I wrote that. It just fit the music. The funny thing is, the second verse was about being married in the hospital room. But we cut that part of the song out of there. I'd never been in a hospital in my life before my girlfriend got really, really sick and went in the hospital. I decided then that the song was legitimate. Because it sounded right in a hospital. It felt right.

"Army"

BEN: I'm just sitting around the house, freaking out because I don't have any songs and we spent something like $250,000 on the studio already. And then I was thinking...well, I guess you just think about stuff. What do I think about? Well, I remember I was going to join the army to get through school. And I told my father that, and he said, "You're fucking high." That's exactly what he said...It's neat, because the guy in that song so badly wants to take a left. His dad so badly wants him to go straight, 'cause it like, ruins his life. And the kid's right all along.

"Your Redneck Past"

BEN: I grew up right in the sticks with a bunch of kids soupin' up their cars and stuff like that. It's probably the only song in the album that really doesn't have a real heartfelt point to it. It's a lot of fun, and it's a relief to have fun like that without a point in it. The coolest thing about the song is the synth bass. It sounds like scratching.

"Your Most Valuable Possession"

ROBERT: Ben's in LA, and his dad calls him up and leaves him this message on his voicemail. His dad's just waking up, too early in the morning for him to know even what he's talking about. And I think he's still, like caught in a dream, and he's thinking about John Glenn, and he's probably worrying about his son's health at the same time. Wondering if Ben's going crazy, you know. So he just kind of drops this funny idea in about being in space and losing your body mass and your most valuable possession becomes your mind.

BEN: I listened to that message so many times, and I played it for almost everybody. We were in the studio one night, and that's where I played it on the speaker phone, and Caleb's like, "oh, let's record that." So he records it, and then we had hours of jams that we'd been doing, so we just put 30 seconds of our best moment on there.

"Regrets"

BEN: That was actually began as a bridge for "Army." It was the easiest thing on the record to write for me. I just sat out in the break room at Sound City, and just knocked 'em out in about five minutes

"Lullabye"

BEN: It's got swing in it. You can put heart into every single note of that song; it's super fun to play. We were gonna play it every night, after we were done recording all this serious brainy stuff. We were gonna record that song and take the best take of all those nights.