When Tool released their debut full-length album, Undertow, on April 6, 1993, via the label Zoo Entertainment, the band members weren’t exactly the same dudes who are currently putting together their long-awaited fifth album. Back then, they were a little more prolific in their musical output. The members wrote much of Undertow at the same time as they were hashing out songs for their 1992 debut EP Opiate. But instead of making an effort to include them on the bludgeoning EP, which featured four studio recordings and two live tracks, Tool kept them in a state of incubation and returned to them when they entered the studio with Sylvia Massey to record their first full album.

“We got together pretty quickly, and so a lot of the songs that ended up on the first release and the second one were first efforts,” says vocalist Maynard James Keenan. “We were just feeling each other out, so they were more compact and to the point. But at the same time we were quickly growing and some of the more adventurous stuff on Undertow was actually what was occurring after about a year of us being together.”

The palpable angst and skewed, propulsive drive that tore through songs like “Sober,” “Prison Sex” and “Undertow” were inspired in part by the tidal force of the ‘90s alt-rock/metal scene that was building across the country. The album also expressed the frustrations the band members were facing before they achieved popularity. Even though Tool -- Keenan, guitarist Adam Jones, bassist Paul D’Amour and drummer Danny Carey -- had scored a label deal and were starting to make a mark for themselves, they were hamstrung by one-sided contracts, internal conflicts and an initial shortage of compatible touring acts.

“I was busting my ass working on movie sets in Hollywood trying to survive,” Keenan says. “Rent was high and there was a lot of weird hypocrisy that happens with both the film and music industries. There was a whole dog and pony show which I found very awkward. So, a lot of those original pieces were inspired by that kind of energy. The music was emotionally driven and very reactionary.”

On Undertow, muscular constructions and emotional purging were more prominent than they were on later releases, which featured more textural arrangements and ebb and flow atmospheres. Still, there was more to Undertow artistically than mere bludgeoning. The songs consisted of multiple rhythm and tempo shifts, Keenan was a more expressive, mercurial and melodic frontman than most of his peers; Jones layered guitar parts and exhibited restraint that added to the moodiness of the songs; and Carey played a variety of beats that kept the music heavy, but constantly compelling.

“We had our own thing going on from the start and a lot of people didn’t know what to make of us,” Jones says. “The marketing department at the label went, ‘Okay, this band Tool is here. We don’t know what to compare them to, so we’re just gonna compare them to whatever is big in metal right now. And then Nine Inch Nails comes out and they kind of have a hit, so now we’re an industrial band. And then Nirvana gets huge, so now we’re grunge. But that was something we didn’t worry about. From the start, it was always just pure indulgence for us.”

Adds Carey, “We were trying to get past all the hair bands and these poofy haired idiots that were doing their thing, and all the good club space was being taken up by them. There was a great underground movement of music in L.A. at that time that we were really bonding together with them to fight against and create a new scene we felt was more worthwhile.”

Having proven themselves with the Opiate EP, which they recorded in a mere four days, Tool took more time to track Undertow -- nearly three whole weeks. At the time it seemed like an eternity and the extra hours gave Tool the ability to approach their new songs from different angles. But with the luxury of experimentation came the need to make tough decisions.

“We were like, ‘Ooh, we want to get this thing right.’ And that’s when you start second-guessing yourself and doing things over,” Keenan says. “Back then we didn’t have Pro Tools, so we couldn’t save all the stuff and then go, ‘You know what, the first time we did it was better.’ You had that two-inch tape, so you’re constantly rewinding and you’re on that emotional roll and you have to stop and start over. Emotion might be captured on the tape, but the performance sucked. And then you have an awesome performance, but the emotion was null and void. So, during that recording process, I really started to feel like, ‘Oh, s--t, we’re losing something here. This is no longer about the raw stuff.’”

On top of the strain of trying to record songs that were creatively satisfying, Tool were starting to feel friction from D’Amour, who wasn’t happy playing bass and wanted to switch to guitar. He also wanted the band to play heavier music. Over time, that rift would turn into a chasm; part way through the creation of the band’s next album, 1996’s Aenima, creative differences became too much of an obstacle and D’Amour was fired and replaced by Justin Chancellor (ex-Peach).

“Paul really wanted to be a guitar player early on,” Carey says. “Even before we started on Undertow, he wanted to get another bass player in the band so he could play guitar. And we were all just like, ‘There’s no way we’re getting another a--hole in this band to deal with.’ But he really wasn’t happy with things the way they were. And that became more and more apparent over time.”

Compared to the three epic albums Tool released from 1996 to 2006, Undertow is more raw, immediate and visceral. What makes it more than a merely great, heavy record is the surreal, psychedelic vibe and experimental flourishes.

“There were a lot of so-called alternative bands that came up with all these simple little ditties on the radio,” Carey says. “At least I felt like there was something you could dig your teeth into with our band. We were writing compositions and trying to figure out more complex arrangements that could release people’s emotions and have a deeper impact in people’s psyches. We wanted to share things that were a little more cerebral or a little more spiritual whereas no one else seemed to even care about that. They just wanted to write a tune to rock out man, and drink and party. I felt like we were the true alternative to that.”

Loudwire contributor Jon Wiederhorn is the primary author of Louder Than Hell: The Definitive Oral History of Metal, as well as the co-author of Scott Ian's autobiography, I'm the Man: The Story of That Guy From Anthrax, and Al Jourgensen's autobiography, Ministry: The Lost Gospels According to Al Jourgensen.

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