What do you do when your band issues its most successful album to date and you've split with your longtime musical partner and sounding board? If you're Queens of the Stone Age's Josh Homme, you take a breath, lean on some of your musical friends and don't bow to the pressure to remake your previous album. And that's how on March 22, 2005, we got the Queens of the Stone Age album Lullabies to Paralyze.

The band's fourth studio album was a while in the making, as Homme would fire bassist Nick Oliveri over an off-stage issue and several of the key players from the Songs for the Deaf album found themselves otherwise engaged. Dave Grohl had returned to Foo Fighters and co-vocalist Mark Lanegan had been balancing a solo album and his other project Twilight Singers, which made him a late addition to the Lullabies to Paralyze recording. But Failure and A Perfect Circle's Troy Van Leeuwen and Danzig drummer Joey Castillo came on board to form the core lineup, while frequent Queens contributors Alain Johannes and Chris Goss were also around to lend a hand on multiple tracks.

Homme sifted through his rolodex and also called upon friends Dave Catching, Jack Black and Jesse Hughes for guest turns. He fulfilled a dream landing ZZ Top's Billy Gibbons for three tracks and secured his future wife Brody Dalle and Garbage's Shirley Manson for backing vocals on "You Got a Killer Scene There, Man…" This made the session more of a jam with friends and took some of the pressure off trying to follow such a successful release.

Gibbons appeared on "Burn the Witch" and "Like a Drug" and sang co-lead vocals and played guitar on "Precious and Grace." At the time, Homme told Rolling Stone, "I was elated because I've listened to him since I was twelve, and he's one of my favorite guitar players of all time. But on a musical level, I thought there was something we could trade with each other that's vital to us both."

After firing Oliveri, who also played with Homme in the pre-QOTSA band Kyuss, Homme would tell Billboard that he was set to stand by his decision. "[Fans] don't understand what it's like to just sit there and feel helpless. When you have your chance to make your statement, which for me was firing Nick, that's what I did." And while some might have expected that dispute to weigh heavily in the creative output, Homme resisted the urge. "This isn't an album about Nick. I didn't want this to be a 'breaking up is hard to do' album," says Homme. "That's just boring."

Now the unquestioned leader, the singer admitted that he felt like an underdog again. "Every time you make a record, you're trying to prove something a little bit," Homme said. "You can always put it out, but you can never take it back. I'd hate to suck."

As it turned out, Homme had little to worry about. Receiving mostly favorable reviews, Lullabies to Paralyze debuted at No. 5 on the Billboard 200 Album Chart. At radio, Queens continued their hot streak with the single "Little Sister" climbing all the way to No. 2 at Modern Rock Radio. An early version of the track existed during the Songs for the Deaf sessions, but was scrapped. But Homme wasn't ready to give up on it. He stated that he loved the song's imagery and also was a fan of Elvis Presley's rendition of the song "Little Sister" because of the sexual twist that the rocker put on the lyrics.

The track also received a welcome boost when the band appeared on Saturday Night Live and Will Ferrell reprised his popular Blue Oyster Cult character Gene Frenkle gyrating around the stage playing cowbell for the group.

The album never really had a major follow-up radio hit, though the bluesy, foot-stomping good "Burn the Witch" did crack the Modern Rock charts. It's use of Homme's falsetto with the deeper vocals of Billy Gibbons and Mark Lanegan made for a perfect mix.

Other standout cuts on the album included "In My Head," an idea that originated with Homme's annual Desert Sessions back in 2003; "Everybody Knows That You're Insane," a sinister sounding rocker; and "Long Slow Goodbye," a track that Homme told Rolling Stone was "probably the song I'm most proud of ever."

Prior to the release, Homme told Billboard, "The album is already a success to me because I really love it. If someone came up to me and said, 'You suck and I use your record as a coaster,' that would never anger me, because I know I got what I needed from it."

Fans got what they needed from it as well as Lullabies to Paralyze ranks high amongst the band's best works with songs that are still popular requests at shows.

Queens of the Stone Age, "Little Sister"