Out of the Vein is the third studio album by American rock band Third Eye Blind. Released on May 13, 2003, Out of the Vein is the band's first album with guitarist Tony Fredianelli, who replaced longtime guitarist Kevin Cadogan in 2000. It would also be Third Eye Blind's final album with Elektra Records as well as their final album with bassist Arion Salazar. Writing and recording Out of the Vein was recorded at the group's own Mourning Wood Studios in downtown San Francisco and at Skywalker Sound. Frontman Stephan Jenkins felt that Out of the Vein would mark "a new period for the band", and added that "The first two albums were like two parts of the same piece. We've had a hiatus. This is a new beginning." Jenkins reported having written over 40 songs for the album as of August 2001, just prior to starting the recording process for the album. Out of the Vein was originally scheduled to be released in early 2002, but was delayed several times before its release in May 2003. According to Jenkins, some of the reasons for the delay stemmed from a self-imposed pressure to live up to Third Eye Blind's previous successes, leading him to rewrite lyrics. The material went over many changes before finally being released. Jenkins originally wanted the album to be titled Crystal Baller, after the song of the same name, but it was renamed to Out of the Vein because the other members hated the name. The single "Blinded" was originally titled "When I See You". A scrapped collaboration with hard rock artist Andrew W.K. was still set to be on the album less than two months before the album's final release date. Their collaboration was titled "Messed Up Kid". Jenkins and Salazar were motived to work with him after having attended a live show of Andrew W.K.'s, and coming away from the experience equal parts baffled and impressed by his style of music. The song featured Andrew W.K. performing backup vocals; Jenkins noted that "his voice is so hilarious because it sounds like it's doubled and compressed, but it's not." The song "Misfits" initially started as a collaboration between Jenkins and Limp Bizkit frontman Fred Durst. Jenkins spoke about a Third Eye Blind collaboration with Durst in 2000, after Durst invited Jenkins to collaborate on their 2000 album Chocolate Starfish and the Hot Dog Flavored Water,