There are plenty of ups and downs in history of any long-running band and while Foo Fighters had been through a lot in their relatively short career, in 1999 the band members that were in place were finding a comfort level with each other and it showed in the music.

Prior to recording There Is Nothing Left to Lose, Foo Fighters dismissed guitarist Franz Stahl, who had joined the band after the exit of Pat Smear. Stahl was a longtime friend of Dave Grohl pre-dating Grohl's time in Nirvana, but his Foo Fighters stint just did not work out and the band parted ways with the guitarist very early in rehearsals for the new disc. "I was in tears," Grohl told The Guardian about Stahl's exit from the band. But that just unified the trio of Grohl, bassist Nate Mendel and drummer Taylor Hawkins. With Stahl gone, Grohl took on the task of playing guitar on their new disc.

Another unifying factor was the fact that the band was in between record labels. After recording their first two discs for Capitol, the band was free of label intervention and decided to leave Hollywood, a place Grohl was becoming more and more disenchanted with, and set up shop in a basement studio he constructed at his home in Alexandria, Va. He called upon Adam Kasper to produce and the trio got away from the L.A. trappings as they set about recording their third release.

"Throw all that rock-star bulls--t out the window and you'll find something to believe in," said Grohl at the time. "We were left completely to our own devices. The record was purely our creation. It was complete and not open to outside tampering." That included the decision to go back to tape. "The way we recorded was so real and natural," said the singer. "We didn't use any computers, anything digital or any of that auto-tuning shit. All you need are songs that deserve to be heard, a couple of friends and a genuine direction."

As for that direction, Grohl told Kerrang, "It was all about just settling into the next phase of your life, that place where you can sit back and relax because there had been so much crazy s--t in the past three years. At that point it was me, Taylor and Nate and we were best friends. It was one of the most relaxing times of my whole life. All we did was eat chili, drink beer and whiskey and record whenever we felt like it. When I listen to that record it totally brings me back to that basement. I remember how it smelled and how it was in the spring so the windows were open and we'd do vocals until you could hear the birds through the microphone. And more than any other record I've ever done, that album does that to me."

Once recording was complete, the band chose There Is Nothing Left to Lose as the album title as it conveyed the feeling that Grohl had at the time. "It's about when you experience these emotions after you've been through a long, difficult period and you finally give into this feeling that, quite simply, there is nothing left to lose. It can seem... positive, desperate and reckless," said Grohl. The frontman also told Billboard that it represented the band's mood during production. "We just wrote off and played like all bets were off. No one was forcing us to be there, so it had to be fun -- and the songs had to be the best we could possibly come up with at the time," recalled the singer.

With the album complete, Grohl knew a replacement for Stahl was going to be needed for touring purposes. The band held auditions and Chris Shiflett ended up being the choice. "He fit in with the rest of us so well," said Grohl, who also preferred Shiflett's background working with punk bands.

Foo Fighters, "Learn to Fly"

On Nov. 2, 1999, Foo Fighters released their third album There Is Nothing Left to Lose. The album may have only reached No. 10 on the Billboard 200 Album Chart, but it turned out to be one of their biggest releases in terms of singles. Leading the way was "Learn to Fly," which arrived in mid-September 1999, a month and a half before the album's release. The song, a melodic rocker, showed a change of pace from the band's heavier output on their previous disc, The Colour and the Shape. It also became a huge MTV favorite thanks to its humorous video with Grohl, Hawkins and Mendel playing multiple passengers and members of a flight crew being sabotaged by Tenacious D's Jack Black and Kyle Gass.

The song hit No. 1 on Alternative, No. 2 on Mainstream Rock and cracked the Billboard Hot 100 at No. 19. Plus the Jesse Peretz-directed video received a Grammy for Best Short Form Music Video. But even with all the success, Grohl told The Guardian that "Learn to Fly" was "one of my least favorite songs on the record." Still, there was no denying the love for the song and it's become one of the band's biggest hits.

Foo Fighters, "Stacked Actors"

The vitriolic "Stacked Actors," based on Grohl's disdain for the Hollywood lifestyle, was the next single. "[The song is] a blast of feedback and then a tuned-down Sabbath-on-speed type riff before blowing into this weird calypso-type thing with vocals that sound like Steve Miller," said Grohl to the Guardian about the song. The band performed the song during an appearance on The Late Show With David Letterman and the track did crack the Top 10 at Mainstream Rock radio, but has fallen in and out of set lists over the years.

Foo Fighters, "Breakout"

The other major single off the album was "Breakout," a high-energy rocker that got an extra push due to its inclusion in the Jim Carrey film Me, Myself and Irene. Delivering a rather soft opening, the track opens up into a full-throttle rocker with Grohl reaching full scream. Grohl also appeared in the video for the song, which included Me, Myself & Irene actors Anthony Anderson, Tony Cox and Traylor Howard, as well as the singer's mother.

Other songs receiving attention off the disc included "Generator," which employed a talk box in parts of the song. The track was only released in Australia and Europe and never really received much attention stateside. They also received some attention for the melodic rocker "Next Year," which served as a theme for the NBC TV series Ed.

Foo Fighters, "Next Year"

By the time the album cycle was over, Foo Fighters had earned their first Best Rock Album Grammy. It would be the first of three in a row for the band. Despite barely cracking the Top 10, the album would go on to be certified platinum. Reflecting on the disc in a 2006 interview, Grohl told Kerrang that the album was "totally based on melody" and "might be the favorite album that we've ever done."

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