While crafting songs for The Fray's third album, the band found inspiration in a faraway source. "We were reading about sailors in the 16th century, how they would leave home and have their bearing for days, but then wake up and realize they had no idea where they were," explains Isaac Slade, lead singer and pianist for the Denver-based foursome. "The stars aren't out, the wind's died, they're drifting—but they somehow embraced that confusion and the feeling of being lost. It meant they'd gone far enough from home that they were really getting somewhere."

On Scars and Stories, The Fray transform their own turmoil into a stunning collection of songs that's markedly moodier than both 2005's How to Save a Life (the double-platinum debut whose title track graced the "Grey's Anatomy" soundtrack) and 2009's self-titled sophomore effort (a Grammy-nominated record featuring the smash single "You Found Me"). "There's a deep sense that we have no clue where we're headed or what's going to happen with us," says Slade of The Fray, whose lineup also includes guitarist/vocalist Joe King, guitarist Dave Welsh, and drummer Ben Wysocki. "We've gotten to the point where we're playing Singapore instead of a suburb of Denver, and it's nerve-wracking and exciting at the same time." Combine the chaos of fame with some personal struggles that Slade describes as "nearly devastating" for the band, and it's no wonder that Scars and Stories takes on a greater tension than its predecessors.

Despite all the turbulence, The Fray manage to maintain the pop sensibility that makes their brand of arena-ready rock so undeniably infectious. Anthemic from the get-go, Scars and Stories kicks off with the high-powered, harmony-kissed "Heartbeat." "That song came out of a period of my life when I was trying hard to be open to whatever came my way," says Slade of the soul-stirring lead single. "I traveled through South Africa and Rwanda with a buddy, and at first it was really hard to stay open in the face of so much pain and heartache. But then I ended up meeting so many cool and inspiring people, and all these ideas for lyrics and melodies just started rushing in."

Elsewhere on Scars and Stories, The Fray revel in the same rousing spirit that elevates "Heartbeat" to epicness. On "48 to Go," for instance, the band serves up a folksy tapestry of sound and gracefully captures the glory of life on the road. With its hip-shaking beat, "Turn Me On" offers a sweet come-on that deftly sets the stage for the sexy swagger of "Here We Are." And on "Rainy Zurich," King takes the helm and matches his gorgeously delicate piano work with elegant storytelling to create a joyous yet tender ballad.

But woven throughout Scars and Stories are the strikingly somber songs that give Scars and Stories its quiet intensity. The album's closing track, "Be Still" achieves an almost hymnlike grace in its stark pairing of hushed vocals and spare piano chords. On "The Wind," meanwhile, a gently charging drumbeat provides fierce accompaniment to Slade's tale of a sailor lost at sea. "When it comes to songwriting, I'm usually a tight, Paul Simon-esque sort of overthinker," says Slade. "But 'The Wind' just came together fast and loose and really nails that lost-but-hopeful feeling."

Another standout on Scars and Stories, the urgent, slow-building "Run for Your Life" shines with shimmering guitars that illuminate Welsh's remarkable advancements as a musician. "The guitars are more present on this album than ever before," notes Slade. "There's almost a back and forth dialogue between Dave and I that carries on throughout the entire record." Also prominent on "Run for Your Life" are ear-seizing percussion effects discovered with the help of some in-studio experimenting. "When we were recording 'Run for Your Life,' there was this gaping hole in the landscape of the song," says Slade. "I stepped out of the studio for a while, and when I came back everyone was freaking out about this drum sound that Ben and our producers had created with this old-school tape delay. Once we found that throbbing heart, it brought the song to a whole new level."

Scars and Stories soars even in its more subtle moments, a phenomenon Slade partly credits to the band's recent rediscovery of rock-and-roll powerhouses like AC/DC and Led Zeppelin and to some careful studying of crowd-ruling performances by Bruce Springsteen and U2. "I noticed that when I saw Springsteen and U2 play, the back row would be jumping up and down and screaming every word, even if it was the most obscure B-side," says Slade. "Those guys are just masters of the stadium, and I wanted to figure out how to create that same kind of energy." So in prepping for Scars and Stories, Slade cranked up the classic rock. "There was a period of five or six months where I listened to a whole lot of AC/DC," he says. "Even the quiet little acoustic songs on the new record—they all started out having a bit of that rock-anthem feel to them."

In the studio, The Fray honed that big and beautiful sound with the help of Brendan O'Brien (the premiere rock producer whose past work includes a slew of heavy-hitters, from Springsteen, Pearl Jam, and Neil Young to Rage Against The Machine, Incubus, and Stone Temple Pilots). "We love the records he's made and grew up listening to a lot of them, so it was a great combo," says Slade. The band headed to Nashville to begin recording Scars and Stories at Blackbird Studio in spring 2011, and quickly took to O'Brien's dynamic recording style. "Brendan has an efficiency that doesn't allow you to be precious—he's all about building momentum, moving so fast that you can't really question your instincts," says Slade. "That ended up helping us grow a lot as musicians, since we definitely tend to err on the side of second- or even third-guessing ourselves."

Nashville itself also helped define the darker mood of Scars and Stories, according to Slade. "There's an abusive relationship between the sky and the earth in Nashville nowadays," he says. "Every time it rains, people tense up because they remember the floods and all the devastation they've been through." One afternoon while The Fray was holed up at Blackbird, a storm rolled into town and brought lightning and hail that halted the recording session. "We took a break and stepped outside for a while to soak up all that beauty and terror," says Slade. "I think those storms found their way into the studio with us."

That willingness to embrace both beauty and terror marks significant growth for The Fray, who formed in 2002 after high school friends Slade and King bumped into each other at a local guitar shop. In fact, says Slade, the making of Scars and Stories fostered the most evolution the band has ever experienced, both lyrically and musically. "On our first record, we didn't quite trust ourselves yet," he says. "We loosened up on the second album, but there was still some element of restraint. But on this one, we just stepped up to plate and swung as hard as we could." While The Fray's newfound bravery was fueled in part by their personal hardships, Slade finds encouragement in the band's endurance. "It's been heartbreaking to watch certain things fall apart in our lives, but at the same time there's something powerful in feeling like there's nothing left to lose," he says. "We've been through all this but we're still standing, and stronger than ever before."