The rock prodigy and former Radish frontman is in his late-twenties so Changing Horses is a shifting of genres but also a settling into maturity. Ben Kweller describes the new songs as stories "“about life and love and desire and fear - people from the alleyways and roads unclear.” Sounds pretty poetic doesn't it? As far as the music goes, Kweller abandons the indie-folk-rock of 2002's Sha Sha or 2004's On My Way, for a straight-laced country-western affair that's chock full of  high lonesome pedal steel, twang, and hootenanny harmonies. All tracks were recorded at Public Hi-Fi and Cedar Creek in Austin, Texas, and Smith Street Studios in Brooklyn.

Although Kweller played every instrument himself on 2006's eponymous record, Horses utilizes Chris Morrissey on bass and vocals, Mark Stepro on drums and vocals, and newcomer Kitt Kitterman on pedal steel and Dobro. The ten gallon hat and Stars and Stripes may seem pretty novel but according to a Stereogum Progress Report one of Kweller's favorite cuts off the the new record, called "Ballad of Wendy Baker," was actually written when the indie veteran was 19, and mourning the passing of a high school friend.