Close your eyes. Okay, no wait open them because you need to keep reading but close them in spirit. Now pretend Fun. is not a band, but an amusement park. Just replace the guitar with a log flume and the percussion with a carousel. Now imagine the crowds lining up for a ride on Fun.s sophomore record, "Some Nights." The line snakes around the whole park. Maybe there are some bearded ladies on it. Maybe lots of bearded ladies. Anyway. As you get closer, you see the entrance to "Some Nights" is actually Nate Ruess head. His mouth is open wider than should be physically possible and his uvula dangles in the dark. The musical tracks harden into wooden rollercoaster tracks. You get on the car, and with a jerk, it starts to move. Theres that familiar feeling that tells you something pretty transformative is about to happen. Lights flash as you go plummeting into the darkness. The rollercoaster version of "Some Nights" follows the same path as the album version: colorful on the outside, deeper than you had imagined in the center, and so good itll make your head spin.

"I had met Jack briefly once and thought he was kind of a douche," says Nate Ruess of his first encounter with Jack Antonoff. They were 18 years old and going, separately, to punk rock shows in southern New Jersey. Nate had worked at one of the clubs since he was 16 ("It's how I developed a sense of what really works, and what is boring."), and Jack was in love with the whole scene--well, almost the whole scene.

"In the late '90s there was just a brilliant punk world happening in legion halls and fire houses. I was immediately taken with Nate's voice but everything else -- no." Years later, Nate, who was the lead singer of The Format at the time and Jack, Steel Train's front man, wound up on tour together. Impressions hadn't changed much. "It was just like an, 'Oh God, this guy,' vibe from both of us right off the bat. But 24 hours into that tour, Nate and I became inseparable."

When The Format broke up, Nate's first call was to Jack.

Though not a meet-cute tale, its indicative of who Fun. is as a band. You hear them and think, "Are they really going to pull off this sound, this arrangement, and create a moving, catchy, memorable rock song?" It's become their signature. So long as that signature has one last element: Nate's second call was to Andrew Dost, the force behind all the literal bells and whistles of Fun. "Andrew," says Jack, "is one of those people who see the world like a giant art project. I can't begin to tell you how vital he is in our band."

"My first impressions of them were both overwhelmingly positive," says Andrew Dost, "I've heard they were...unsure of each other when they first met?" Fun. has not stopped living up to its name since their 2009 debut, "Aim & Ignite." A year after the debut they were opening for Paramore on their headlining tour and performing at Coachella along with The Strokes and Jay-Z. Now they've teamed up with Janelle Monae, a melodic collaboration on display in one of three videos for "We Are Young." In addition, the TV series "Glee" plucked "We Are Young" off "Some Nights" to cover on the show, an experience that meant the world to a band that prides itself on appealing to any demographic that might feel disenfranchised or just plain odd. "None have us have ever felt like anything but outcasts our entire lives," says Jack, "and I know that's something that has resonated with Fun. fans. They are the same people as us kids who never fully latched onto a specific music scene because it couldn't define them."

With a trail of accolades behind them, Fun. knew they had to step up their game in an unexpected way when it came to producing their second record. "I got really got into hip-hop," says Nate, "I mean really into it. Songs started coming to me in the middle of the night, and I would hear them with breakbeats and samples, and it all made sense I told everyone I wanted the next record to sound like a hip-hop album, and I don't think they were unsupportive, but they were definitely confused." Then, a few hours before a show in Phoenix, the band snuck into a music room at Arizona State University. Nate doesn't play any instruments, but by now Jack and Andrew have learned to crack the code. This time the code was for the track that would become "Some Nights." Andrew pounded out the chords out on a piano, while Nate sang, and Jack stomped his feet and clapped as hard as he could to establish the pulse of the song. "That moment really brought us together as the band that was going to be making this album. I just had to explain how the MPC (Music Production Center) would be our new best friend."

Jack is a whip-smart horn-rimmed glasses-wearing guitarist whose influences are Tom Waits, Jack White, and Neil Young. Andrew counts the flugelhorn and glockenspiel among his conquered instruments. (Influences: Weezer, ELO, and Claude Debussy.)

And here they were, jumping out of their skin, listening to "My Beautiful Dark Twisted Fantasy" and Drake in a concrete building in the middle of the desert.

"What can I say? Eventually they fell victim to Drizzy," laughs Nate.

Lyrically, "Some Nights" has a uniquely impactful note and its not always an upbeat one. See also: the line "I got nothing left inside my chest but its all alright" in "All Alright." "I was just coming off of a darker and more introspective year," Nate remembers, "You know, I remember being a freshman in high school and feeling like an outsider who always wanted this one girl to notice me, and I would listen to 'El Scorcho' by Weezer and couldn't help but smile because there was at least one other person in the world who felt how I felt. That's what I hope to accomplish as a lyricist. But I was having anxiety attacks about whether or not I could still write a song, let alone still wanting to make music. The only way to cope with it was to write about it."

Maybe its Nate. Or Andrew. Or Jack. Or Jeff. Or the acoustics at Arizona State. Either way, it's a good problem to have when you're pointing fingers at each other, laying the blame for the magic of your new record on your band mates. Even with the new and improved sound, fans will never forget what it is this band wants: "'Some Nights' has a common theme of guilt and depression and laying everything on the table, sure, but there's always some sort light at the end of the tunnel," says Nate. "That's what this album is striving for, to say something along the lines of 'Okay, I found that light, but its just led me to another situation where I need to find the light again.'"

And down the tracks we go.

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