Gnarls Barkley isn’t what you expect. The culmnation of a years-long musical conversation between super-producer Danger Mouse and Southern soul machine Cee-Lo, it strays from the already-esoteric blueprint of both artists’ careers into stranger and more anguished territory. Far from the cool, cynical tones of Damon Albarn (who drew DM into Gorillaz’ Demon Days), or MF Doom’s zippy, sardonic rhymes (which fueled Dangerdoom’s The Mouse and the Mask), Cee-Lo is Danger Mouse’s most engaged and emotionally generous collaborator to date. Meanwhile, Danger Mouse brings out a different Cee-Lo from the one first heard in Goodie Mob or even on his more personal solo work.

The duo’s new album, St. Elsewhere, contains 14 tracks whose subject matter ranges from suicidal tendencies (“Just a Thought”) and necrophilia (“Necromancing”) to action figures (“Transformer”). The lead single, “Crazy,” exemplifies the album’s dark, intense vibe. Cee-Lo sings, “I remember when/I remember/I remember when I lost my mind/But there was something so present about that place…/Hearing your emotions at an echo in so much space…/Does that make me crazy?/Possibly.” Danger Mouse’s production responds dramatically, double-tracking Cee-Lo’s backing vocals over an ominous bassline and violin chorus, evoking a feeling that’s both high-strung and cathartic.

“‘Crazy’ is missionary work,” explains Cee-Lo (who often speaks in ornate, metaphorical language). “The song is about freedom, exploration, and things of that nature. There’s a thin line between crazy and conviction. I must have been either crazy or convinced.

“I believe that [someone who is] literally crazy, or technically crazy, or insane does not even question the thought [of being crazy],” he continues. “There is no doubt [when] you are insane. You never even think twice about it, you know what I’m saying? So the fact that it’s asking a question is sanity.”

Here, in Danger Mouse and Cee-Lo’s own words, is the story behind the making of St. Elsewhere.

Cee-Lo: Me and Danger hooked up for a remix on the Danger Mouse and Jemini album Ghetto Pop Life. I did a remix for them for “What You Sittin’ On?” (released on DM and Jemini’s Twenty Six Inch EP). After we had completed the session, he asked if he could send me a couple of things he was working on. I was like, “Cool.”

DM: We wound up using three of the tracks I originally played [Cee-Lo] for the record: “Necromancer,” “Just A Thought,” and “Storm Coming.”

Cee-Lo: He sent me some things that were impressive, to say the least. I asked him to let me use a couple of tracks. He was like, “I don’t do tracks. I do albums.” So I was like, “Okay. Let’s do an album.” It just happened from there.

DM: That was maybe October 2003, so that was before The Grey Album even came into my mind, and before [Cee-Lo] was finished with his last record [2004’s Cee-Lo Green is the Soul Machine]. We had started on the record back then.

Cee-Lo: We actually didn’t even speak about the direction of the album. He just more or less gave me the freedom to be me and do my thing.

DM: The music always came first. I would do a bunch of music. When I was happy with where something was at, I would give it to him. Then he would find his way into the song, as far as [singing goes]. Then we would record it together. There are about four or five songs where we were in separate places when the recording was done but, for the most part, we were together. He would go in and cut his vocal over the track. Sometimes I changed the track around to fit [his vocal]. But most of the time he adjusted himself. He wrote exactly to the way the music was.

Cee-Lo: With this particular album, a lot of the chord progressions and changes propelled me to melody. I didn’t think that you could necessarily rhyme over this stuff. I guess that’s where I’m at. Rhyming is a lot more limiting. To me, there are possibilities with the melodies and the harmonies. You can bend and shape and twist and turn and stretch a melody and harmony into different things. So I would confront that.

There are only a few things that you can rap about, and only a few things that you can wrap stuff in, you know? I’m not saying I’m done with MCing, but songwriting is the focal point at this point in my career.

DM: There are a couple of tracks on the Gnarls record where I would program a drum beat with the drum machine, then pick up the bass guitar, organs, and stuff like that-whatever I’ve got around. I like to collect old organs and old keyboards. I get a lot of my sounds out of those. Then I screw around on the bass. The guitar I’m not very good at, but I can still get some sounds out of it, or I’ll get somebody else to do it with me.

I played all the stuff on “Smiling Faces,” and then I [played the instruments] on “The Boogie Monster.” [On “The Boogie Monster”] I found a cool, kicking snare sound, looped it, then played the bass and piano on there. It was real simple, but it was what I was looking for on that track: a real spooky, psychedelic [sound]. On “Smiling Faces,” I wanted to make a Motown-sounding track.

Cee-Lo: Maybe these emotions are from many different pools of how I felt at different points in time. I always say [these tracks] were the perfect excuse for me to elaborate and delve deeper into my emotions and into song. Songs like “Just a Thought” that contemplate suicide…I didn’t think that I was saying anything shocking. I am told that pretty much everyone has thought about it. At least that’s why the song is called “Just a Thought.” I definitely don’t have any plans on acting on it. It’s just that it’s crossed my mind a time or two.

It’s really simple for me. People are going to take [St. Elsewhere] as dark, but I get so light about it, because I get a chance to express it. So it’s not necessarily dark. It would be darker if I had no outlet for it. So thank God for music.

DM: We were working together and we thought we were going to try and do something different. We didn’t want it to be “Cee-Lo and Danger Mouse” or whatever.

Cee-Lo: There’s no big, generic story behind the name [Gnarls Barkley]. Danger Mouse said it one day and it just clicked. I trust his judgment, and I trust his vision. So I didn’t even trip.

DM: It’s not like we went, “Oh, we like Charles Barkley! Let’s name it this!” It just kind of came through.

Cee-Lo: Initially, the album was meant to be an independent effort. We were funding it ourselves. It was only during the last quarter [of the making] of the record when we got the deal [from Warner/Atlantic]. We had already done 75 percent of it out-of-pocket.

DM: Gnarls Barkley is definitely its own thing, its own group. I wouldn’t call it a side project because it could be bigger than either one of us is ourselves. [But] we went into it not thinking anything about whether it would be bigger or not. We both contributed to it, and we’ll continue to. We definitely want to do it again.

Cee-Lo: I’m very pleased. It’s some of my best work to date. I’m really coming into my own. I’m really growing, and I can look upon it as me coming into my own. This album felt like an out-of-body experience.