The two most commercial songs on the Autumn Offering's third album, 'Fear Will Cast No Shadow,' 'From Atrophy to Obsession' and 'Silence and Goodbye,' helped the band get onto radio and MTV, and expanded their fan base significantly. Many musicians would consider that a good thing. Not vocalist Matt McChesney.

"I think they're really good songs, but they're a bit too poppy and they don't really represent us," he tells Noisecreep. "We totally wanted to stay away from that 'pop single' mentality on [our new album] 'Requiem.' This album is still really catchy, but we wrote it strictly for ourselves. We weren't thinking about what demographic was gonna like it."

On the whole, the guitars on 'Requiem' are a little heavier than those on 'Fear Will Cast No Shadow,' and the rhythms are slightly more complex. But anyone attracted to the Iron Maiden-meets-Linkin Park accessibility of 'Fear With Cast No Shadow' should bond just fine with 'Requiem,' a calculated balance of yin and yang. For every Pantera roar and double-bass flurry, there's a sugary vocal hook and melodic guitar line. The one major difference between the two albums is the lyrical content. While the former was largely based on bad relationships and good parties, 'Requiem' is darker and more personal.

"A requiem is a collection of songs or hymns for the dead," explains McChesney. "This record touches on my history with substance abuse and childhood abuse and other stuff that I've never really written about before."

McChesney's first real experience with death came as a teenager, and since then he has been aware of mortality on a daily basis.

"One of my good friends who was a freshman in high school got shot in the head," he explains. "He got into an argument with a kid who was in an Asian gang, and he just pulled out a gun and shot him right there. I've always felt like I have this premonition of death over me. From the moment I wake up in the morning to get a cup of coffee, I always have these visions of a car careening into me and killing me. I always feel like death is one step away."

Lots of songwriters find it therapeutic to write about pressing fears and past traumas. By dealing with their baggage they're able to put it behind them and focus on the present. When McChesney started writing about his demons, he hoped that would be the case. It wasn't.

"I think writing about my f---ed up past is counterproductive for me, actually," he admits. "The more that I write about it and sing about it, the worse I feel. I think maybe I won't be happy until I'm done being in a band."

'Requiem' marks the studio debut for bassist Mike Poggione, who replaced Sean Robbins in 2008. Robbins, a wild, freewheeling rocker who sometimes cut himself onstage and rarely censored his strong opinions, was asked to leave after his drug habit spiraled out of control.

"We seriously thought he was gonna die on tour," McChesney says. "One night I remember waking up, and he was standing over a trash barrel in the dead of winter in his boxer shorts talking to the garbage. At that point, I think we knew there was a serious problem."