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Alongside the band's own experiments with Wurlitzers, megaphones, and ukeleles, Spills Out features many guests. "It was important for us to look to our friends for collaboration on this record," says drummer/vocalist Matt Marlin, citing appearances by Dan Friel (Parts and Labor), Zach Lehrhoff (Ex Models), organist Mike Gallope (Janka Nabay and the Bubu Gang), violist Amy Cimini (Architeuthis Walks On Land), and producer and electronic wunderkind Frank Musarra (Hearts of Darknesses). The record bulges with the scorched hum of the Kawasaki Dual Cool Keys, a discontinued toy keyboard from the early '00s that the band loves for its bizarre soundbank and unique ability to fold in half for duet play.

With help from producer Jonny "Two-Eyes" Schenke (Mittens on Strings), the band laid the basic tracks in Hodges' Bushwick loft space, The Wallet. From there, Pterodactyl moved the files to their Williamsburg practice space for a winter of exhaustive, self-conducted overdub sessions that helped to create the album's monolithic sound clouds: Kremer spent six hours recording the dueling guitar lines for "Searchers," Hodges stacked six overlapping vocals for the massive one-man chorale in "Thorn." For the cover art the band re-tapped the designer for their 2010 vinyl-only EP, Arnold's Park: a brilliant young artist called Otecki, from the small city of Wroclaw, Poland.

Lyrically, Spills Out is a bittersweet look at endings and conclusions. In the two years since the psych-inspired Worldwild, members of Pterodactyl went through various life changes, from romantic break-ups to the terrible loss of a close friend. Kremer took a hiatus from his job as a high school physics teacher after seven years, and "The Break" details the complex emotions of life-after-work. "The most striking thing about not working," says Kremer, "was that I didn't have the job to cover up the things I was feeling day to day. It's easy not to face yourself at all if you're pouring yourself into other things, even if it's a job you care about, or music, or someone you love." Once the treble-saturated brats of the Brooklyn underground, Pterodactyl is digging deeper than ever, towards a place where sunny songs have uneasy cores, where shimmering harmonies can explore recession-era anxiety, and heartening squelch juxtaposes sadness and loss. "We really wanted to embrace some darker moods," says Hodges. "Some of the songs that sound happy are expressing fucked-up things. I think all of us opened up a lot." [LESS]