After weathering the pitfalls of fame -- including lineup changes and mounting expectations -- Queens of the Stone Age emerged in 2005 with their fourth studio album, Lullabies to Paralyze.

After their first two LPs had laid the group’s groundwork, 2002’s Songs for the Deaf launched the band to mainstream commercial success. In addition to selling more than half a million copies in the U.S., the album spawned popular radio hits “No One Knows” and “Go With the Flow.” Those achievements, coupled with the first two Grammy nominations of the band’s career, created lofty expectations for the follow-up effort. However, instead of focusing on material, frontman Josh Homme found himself managing turmoil within the band.

Homme founded Queens of the Stone Age in 1996, following the disbandment of his previous group, Kyuss. In 1998, former Kyuss bandmate Nick Oliveri joined QOTSA, becoming the group’s bassist and occasional vocalist. He also shared songwriting duties with Homme, contributing heavily to both Songs for the Deaf and its predecessor, 2000’s Rated R.

Despite obvious creative chemistry, Homme abruptly fired Oliveri from Queens of the Stone Age in 2004. Initial reports indicated the decision was based on rising tension within the group, however Homme later revealed that the breaking point stemmed from a physical altercation between Oliveri and his girlfriend. "A couple years ago, I spoke to Nick about a rumor I heard," Homme recalled in an interview with BBC 1 Radio. "I said, 'If I ever find out that this is true, I can't know you, man.' Because music and my life are the same thing, there's no rules until something massive happens. [Nick] was over here [in England] with [QOTSA bandmate Mark] Lanegan and something happened again, and he almost didn't make it out of the country. That's not music anymore."

Homme stuck to his principals on the matter, even as people encouraged him to give Oliveri a second chance. "They don't understand what it's like to just sit there and feel helpless," the frontman explained. "When you have your chance to make your statement, which for me was firing Nick, that's what I did."

Oliveri’s removal left Queens of the Stone Age down a major creative contributor. His absence wasn’t the only lineup difference from the Songs for the Deaf sessions. Dave Grohl, who’d drummed on the LP, returned to his own band, Foo Fighters, to focus on their next release. Lanegan, formerly the vocalist from grunge pioneers Screaming Trees, had sung on both Songs for the Deaf and Rated R. Though still a QOTSA member while Lullabies to Paralyze was being created, the singer was readying his own solo album, Bubblegum, thus limiting his involvement.

Homme also noticed how success had affected attitudes, both within the group and among Queens of the Stone Age’s musical peers. “After Deaf, the band started to become more about personalities than the music and that didn’t feel right. Quite honestly, people in the music world had already made their mind up about me by the time Lullabies to Paralyze came out.”

Weighed with pressure, but missing several musicians who’d help make Songs for the Deaf a success, Homme decided to enlist outside assistance. A Perfect Circle's Troy Van Leeuwen and Danzig drummer Joey Castillo were added to the band’s lineup, while several notable musicians made guest turns on various tracks. Among them was Billy Gibbons, legendary frontman of ZZ Top, who appeared on three songs: a cover of his own "Precious and Grace" and the original tracks "Like a Drug" and "Burn the Witch."

For the latter track, Homme channelled frustrations following Oliveri’s dismissal. “I felt a little persecuted,” the frontman admitted years later to Spin magazine. “Because I fired my best friend and it was really hard and it wasn’t about music. And I didn’t say anything, thinking that people would respect that decision. But instead, I felt these social rocks hitting me. Instead of saying, ‘I feel persecuted,’ I wrote ‘Burn the Witch.’”

The song’s lyrics pulled from the notorious Salem Witch Trials, a dark period in colonial history when people were executed for alleged involvement in witchcraft. Homme saw parallels between the unfair historical persecution and the unfounded criticism he had received. “I thought, ‘Well this is clear as day,’” the singer explained of the song’s message. “And it’s more interesting than writing ‘What the fuck is your problem?’ But people didn’t pick up on it.”

Though the witch trials may have seemed like dark subject matter, they reflected Homme’s broader inspiration for Lullabies to Paralyze. “I was reading a lot of fairytales before we started making this record like the old Brothers Grimm fairytale,” Homme explained in a 2005 German radio interview. “I like how they have such harsh endings because really they’re like a warning to children, you know, like don’t go in the woods. Be careful. Listen to your folks, you know, all that stuff. And I like the harsh real world message of some of these fairytales.”

On "You Got a Killer Scene There, Man…," Homme enlisted Garbage’s Shirley Manson and the Distillers Brody Dalle (who would later become his wife) to add haunting backing vocals to the song’s dark and sultry lilt. Other guests on the album included comedian Jack Black and Homme’s Eagles of Death Metal compatriot Jesse Hughes. Drummer Josh Freese -- whose resume includes stints with Devo, Guns N’ Roses, Nine Inch Nails and the Vandals -- co-wrote the track “In My Head.”

Still, the standout song from the LP was its first single, “Little Sister.” Built around a driving guitar line and infectious woodblock beat, the tune became a radio hit, peaking at No. 2 on the Billboard Alternative Songs chart.

“‘Little Sister’ is a song that I’d been working on for a number of years,” Homme explained. “I don’t just write, like I don’t sit down and say: I’m going to write music. So, I spend a lot of time waiting for songs to finish themselves so that I can play them.”

In this case, it was the lyrics that finally helped “Little Sister” finish itself. “I like the amalgam of imagery that it puts forward, that throwing a little pebble at the girl’s windows late at night, you know, trying to creep in the back door,” Homme continued. The frontman also admitted a nod to one of rock’s early pioneers. “I also love the Elvis [Presley] song ‘Little Sister’ because I like the sort of sexual twist that’s put on by ‘Little sister don’t you do what your big sister done.’”

Lullabies to Paralyze was released March 21, 2005. A month later, Queens of the Stone Age would make a memorable stop on Saturday Night Live, performing “Little Sister” alongside Will Ferrell -- reprising his famous role as emphatic Blue Oyster Cult cowbell player Gene Frenkle.

Though Lullabies’ sales failed to reach the heights achieved by Songs for the Deaf, the LP still moved more than 300,000 units in the U.S.. Those numbers, coupled with a successful 2005 tour alongside Nine Inch Nails, further cemented Queens of the Stone Age’s place among alt-rock’s modern elite.

Of the album’s legacy, Homme believes Lullabies to Paralyze should be remembered both for its music and what it overcame. “There was so much personal turmoil and stuff that got brought to the forefront,” the rocker explained to Pitchfork. “And at the time, I was like, ‘Fuck, no one's even listening to this. It's too much about other stuff.’ And it would have been easy to make Songs for the Deaf 2, which is basically all I heard in my own head. But I can't do that. You've got to shake all that shit away… [Lullabies to Paralyze] cut the lead jacket off my shoulders. It wasn't Songs for the Deaf 2, and it felt like we weathered all that shit.”


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