Forged at a difficult time in the band's history, this album is a dark masterpiece that contrasts the band's signature high-energy power punk attack of On the Mouth with a far more somber, orchestrated approach, while still retaining the band's melancholy melodic majesty. From the opening track, "Like a Fool," with it's droning guitar and languid pace, Superchunk serves notice of their desire to move in new directions. The band itself was in flux, deciding to release Foolish on its own label, Merge, abandoning Matador, who'd help shepherd the successful On the Mouth album. There were also band tensions arising from the breakup of Mac and bassist Laura Ballance, hinted at in Ballance's morbid album art of a disgruntled woman with a butchered rabbit hanging behind her. There's also Mac's bitter words. He goes lyrically from the Icarus-fantasy "Water Wings," where a female "pointed to the black cloud in the sky/and said that's what happened when you try to fly," to "Without Blinking," where he laments, "when you said you're sorry, you did it without blinking/and you can not know how much that hurts." But great works are often forged out of misfortune. Wedding their melodic impulses with a more sedate approach that utilizes increasingly complexity, Superchunk create a emotionally taut album that maps the changing direction of the band as it moves away from its crunchy, arena-pop roots.