Throw a fish onto dry land and it gets a little uncomfortable. Throw Phish into the studio and, well, the band too gets a little stifled. With live performances allowing room for plenty of improvisation and extended jams, Phish has always been more at home on stage, reworking studio tunes into complicated masterpieces of pure genius and originality.

Enter Undermind — Phish's 12th and final studio album. While the band announced its breakup just two weeks before Undermind hit stores, listeners can't help but wonder if perhaps Trey Anastasio (guitar), Mike Gordon (bass), Page McConnell (keyboards) and Jon Fishman (drums) sensed the end drawing near when they holed themselves up in Anastasio's studio, The Barn, in early 2004.

Whispered notes, textured layers, string arrangements and three quick, catchy pop numbers combine to create a sleek, tightly-pieced work that doesn't necessarily need a live interpretation. Producer Tchad Blake (Peter Gabriel, Los Lobos, Tom Waits) took advantage of the amenities a studio affords, helping the band create 14 tracks that take on a structured feel while still maintaining a certain level of Phish-iness.

The foggy, swampy haze of album opener "Scents And Subtle Sounds (Intro)" showcases some of the best writing on the album ("If you would only start to live/One moment at a time/You would, I think, be startled/By the things that you would find"), revealing that Phish doesn't always just sing about "David Bowie" or "Bathtub Gin."

The hauntingly beautiful "Secret Smile" features strings backing Anastasio's serious and soothing delivery of "Sometimes when the evening's young/The wind dies down, the setting sun/Crochets the clouds with yarn so fine/And fills the oceans with red wine."

Not to mention, Undermind is the first Phish album since 1990's Lawn Boy to feature songs written by each individual band member. McConnell's soaring arena anthem "Army of One" is feel-good and spine-tingling all at once; with a candid piano and some scorching guitar work by Anastasio, it is easily one of the best tracks on the album.

Of course, Phish had to allow for some hardcore playing, and "A Song I Heard the Ocean Sing" finds the band letting loose, showcasing their musicianship in four minutes of free jamming, while the electronically chaotic darkness of "Maggie's Revenge" sounds like you're caught in the middle of a light-saber battle.

However, Undermind has its faults, which can be attributed to a single word — pop. Phish was never meant to make pop music, not when they first started 21 years ago and definitely not now. "The Connection" sounds like it was intentionally composed to be a radio single, and Phish fails to pull off the two-and-a-half-minute pop song with flair. It's too concise, too clean, too cute. Equally uninspiring is the title track, as well as "Nothing," which both feature bland, recycled beats and lyrics that just don't stick.

But all's well that ends well, or so they say.

Undermind comes to a close on a perfect Phish note when the quartet goes barbershop with "Grind," a song originally from the Billy Breathes sessions that is silly, ridiculous and oh, so much fun.

Phish's career might be over, but the beloved band left fans with a final assortment of songs that do pretty well just over your stereo.

Although … it would be exciting to experience in an amphitheater: "I can bend in sixty-eight ways/I have lived for twelve thousand days/Twenty-eight teeth inside of my head/Grind three types of things and I'm sad that they're dead …."

Grade: BC