This feature was originally published in 2008.

The first Tool album recorded without Paul D'Amour on bass, 1996's Ænima is texturally expansive and darkly psychedelic. In addition to passages that crash with the force of a head-on collision, there are numerous atmospheric parts that waft into the ether, oblivious of the violence that waits around the corner. Structurally, the music is looser than on 1993's Undertow, rarely adhering to the standard verse/chorus formula and relying on spacious jams as often as concrete riffs. New bassist Justin Chancellor brings an airier, more extemporaneous vibe to the band and, for the first time, the songs seem far more influenced by King Crimson than Black Sabbath. Several strange, industrial interludes make the nightmarish album even more surreal. "Intermission" is an upbeat merry-go-round organ ditty and "Die Eier von Satan" is a mélange of grinding mechanical samples, harsh-sounding German declarations, and euphoric crowd cheers that sound like Einsturzende Neubauten playing a Nazi rally — until you realize that the angry German man is reading a recipe for Mexican wedding cookies. Such juxtaposition is the key to Ænima, especially in the lyrics, which are often more positive than the apocalyptic music suggests. While Keenan conjures a colossal earthquake to obliterate the superficiality of Los Angeles in the title track, he ponders the benefits of genetic mutation on "Forty Six & 2" and discusses the mind-expanding qualities of psychedelics on the nearly 14-minute long "Third Eye," a foray into free-form exploration that laid the groundwork for Tool's future ventures.

Video of TOOL - Forty Six & 2 (Audio)

DANNY CAREY We toured for close to three years after Undertow came out, so by the time we started to work on Ænima, we had matured as functional musicians, and that changes your sound completely. Once you have that kind of freedom, an idea will come into your head and you can do it justice. But when you're not a good player you can have all the great ideas you want, but if you can't get them out, it doesn't matter. Before Ænima, we were just following our gut. There was a lot of anger in the air and we never tried to control that. But just as we mature as humans, with Ænima we tried to be fueled more by spiritual ideas or more of a conscious mode of aiming things in the right place or trying to take more responsibility for our art.

MAYNARD JAMES KEENAN Ænima was really hard at first. We spent a lot of time chasing our tails in that space, and things weren't happening with Paul D'Amour. Outside of that space it was great. We're friends, we talk, but in there it wasn't working and we had to part ways and let him do his own thing. God bless him, I think he was a victim of indie guilt. The band was getting bigger than he was comfortable with and he was so much the "anti" guy that he wasn't allowing himself to enjoy the success. To save face, we told everybody that he quit, but he didn't. He was let go.

JUSTIN CHANCELLOR I was living in London with my brother, and he was a friend of Matt Marshall, who signed Tool. So we were the first people over in Europe to get the first Tool demo in 1991, and me and my brother immediately cottoned on to it. When they put out Opiate, we took a trip to New York to see them play at CBGBs, and because we knew Matt, we were introduced to the band and became friends. And so in 1995 I did a gig in London with my band Peach, and as we were loading our amps out of the van back into the singer's flat, my flatmate called me at the house and said I really had to call Adam in America. So I did, and he said Paul was gone and they really wanted me to try out. They sent me a demo of "Pushit," "Ænima," and "Eulogy," which were all in their infant stages, and had me learn them for the audition. Those were the first things we finished up after I joined, and from then it was on to new material, which was incredibly challenging and intimidating. First of all, I had just moved to America with only my guitar and clothes, which was very tough on a personal level. And then I went through a long period of time where I was trying to feel confident that the stuff I was coming up with and sharing with them was good. They told me it was worthy and we should start working on it, but it was hard for me to believe them. All that I could think about was the stuff they had already done, which was a benchmark for me. I wasn't a confident person and it was very much a struggle to be in that situation. It was almost impossible for me to enjoy the experience, which was everything I ever wanted.

Tool's Maynard James Keenan, 1997 photograph by Niels van Iperen/Getty Images

CAREY All the people we tried out [including Kyuss' Scott Reeder and Filter's Frank Cavanaugh] were really good players but after we did the audition songs, we played a free-form jam, and when Justin did that with us, we instantly knew he was the right guy. Once we had a different personality there, everything completely changed — the whole dynamic, the chemistry that goes down in the room when we write — everything. There were even more possibilities because Justin's such a great musician and has so many vibrant ideas. It pushed us a whole new way.

KEENAN For me, the first couple records were the primal scream. As a lyricist and performer, the idea was to work out some issues and then move the fuck on. So here you are in your third year of telling the same story over and over again, which was a negative story to begin with and impacted your life in a negative way. And having to retell it every night is not so healthy. So, right around the time of Ænima I was trying to figure out a way to transmute that stuff and let it go — finding different paths to disintegrate that negativity. I did a lot of esoteric, spiritual, and religious research. I read a lot of mathematical and psychological books and just did a lot of introspection and a lot of "sound mind, sound body" studies. And that stuff helped take the record in a more esoteric, spiritual direction, but of course while still hanging on to some of the emotions and some of the charged feelings.

CAREY I know we all were doing a lot of psychedelics during that era — not that we hadn't for our whole lives. But there's no doubt that it lays a precedent and releases a more creative part of people's minds. It's scientifically proven. And I think we were able to share more personal things with each other and to dig a little deeper and expose those parts of our personalities or our psyches in a bolder and more revealing way. And that's where the music naturally went.

ADAM JONES Musically, it was critical just to understand that we weren't really getting what we wanted with Sylvia Massey. She's a good engineer and a very nice person, but I'd never work with her again. We wanted to find someone who was more than an engineer. And Danny and I had heard the David Sylvian/Robert Fripp record [1993's The First Day], which David Bottrill had done. It was just amazing. You could hear every instrument and it was very dynamic and we thought it really applied to what we were doing. So we called David up and he was into it.

Video of Tool - Stinkfist [hq - fullscreen]

KEENAN Another difference between Undertow and Ænima is I had a son. When that happens, your friends run out the door to go dive off a cliff head-first and you just kinda go, "You know, I'm gonna hang back. I've got some responsibilities here." It changes you on some level in a positive way. The catharsis I was looking for on the first couple of records came in the form of this child, which helped me direct all that struggle and the stress and that emotional turbulence that I was experiencing for so long, and calm it down and give it more focus. The other guys don't have that. It's hard to say if that's a positive or negative. I think it just keeps us where we are and it's a very good thing there's still that counterfire and counterbalance and juxtaposition, but I sure would love to see them get to that space in their life.

JONES When it comes to our artwork, I'm always thinking, "Let's do something that's never been done before," or "How far can we push something?" I found this little indie CD that had a lenticular cover on it, but it moved. It had two frames of back-and-forth animation, and I just freaked out. Our manager found the little company that put it out, so we contacted them and told them we were thinking about doing, possibly, a million copies. I think we were the first commercial band to do that. Artistically, that's the kind of thing that really excites me.

KEENAN I painted myself blue for about three years. It was a lot of work, but it was something to take you outside of yourself. That's part of what Ænima was to me — just to put on some of the craziest, eyesore costumes I've ever worn in my life, and kind of free myself up. I'm kind of a reserved, quiet person, and it's very difficult for me to open up in general. And to open up onstage in front of that many people, you kind of need a costume. Being painted up like that helped, but eventually you're onstage trying to do your thing and your pores are clogged with paint. It just takes its toll. I'll still go through my closet and find pieces of clothes or shoes that are just covered in blue paint. But I think we toured a little too much overall for that record, and I started to realize how I've got this responsibility that the other guys don't have. You've got these two little flaps of skin in your throat that are very volatile. And there's things you just can't do, otherwise they just don't work and the sounds don't come out. You can't just buy another piece of equipment to replace it. And as time goes on and you get a little older, these weird tensions start to come out because of that. You're like the pregnant girl who can't go into the smoky pub. Everyone else wants to go in, and you're like, "No, I really can't," and they go, "Oh, right, you can't go in there. OK, well we'll find someplace that's not as fun so the pregnant woman can hang out with us."