Composition
Moore stated that he and Matheos had an idea of what style of music to write for Free as they "both have similar feelings about what worked on the first album". He considered the album as "more focused" than its predecessor. He noted that Free continued "the mood of some of the songs of the first album and the melodies and mixing up some of the heavy stuff with the programming. As opposed to the instrumental, straight ahead, progressive stuff we did". He attributed the band's sound to the "very different" ideas he and Matheos' had.
Moore described the lyrics on the album as "just whatever is going on in my head... I try to development from a stream of consciousness to something that makes sense". He said the lyrics primarily spoke of relationships, "our way of trying to keep them, the resulting problems and that kind of thing". Moore cited Roger Waters and Peter Gabriel as influences on his vocal style, "Those guys don’t have the best voices either, but they pull it off then I figured I could do it too," he said. He noted that musically his progressive influences "will always be there" because they influenced all his music, but could not name any other influences as " to so much stuff it just gets lost".
Moore doubletracked his vocals, but apart from occasional use of delay did not use any effects on his vocals. He used an Elektron Monomachine and a Minimoog Voyager with computer software to produce the keyboard sounds on the album. Matheos detuned his guitars to C# and sometimes B instead of using a seven-string guitar because he prefers the sound of a detuned guitar: "To me, they sound totally different if you have those nice loose, floppy strings," he said. "It's a real bitch to keep them in tune, stopping every couple measures, retuning and punching back in. Especially for song that's in B, or even C# is a problem sometimes, especially if you're doing a lot of fast moving around or high up on the neck. It's a pain in the ass, but I really like that sound. I don't think I would ever go to a 7-string."
The bonus track OSIdea 9 features audio clips of former chess world champion Robert 'Bobby' Fischer's rambling interview with a radio station after his arrest in Japan, in which he asserts that the U.S. government will torture and murder him once extradited back to the country.
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