The members of Revis aren't afraid of taking chances.

   The quintet-formerly known as Orco-regularly played packed clubs in the band's hometown of Carbondale, Illinois. Instead of feeling satisfied with local acclaim, Revis decided to trade regional success and the familiar comforts of home to share a single bedroom in Los Angeles while they pursued their dream.

   "The move was a jarring experience," recalls Justin Holman, Revis front man. "We knew moving to L.A. meant that we would be starting over, but it didn't really sink in until we went from playing for screaming fans to playing for the bartender. That experience bruised our egos for a little while, but in the end it made us stronger by forcing us to take a long hard look at our music."

   The young band-ages 19 to 22-weathered growing pains as Revis revisited several of its older songs and expanded their sound to include subtle atmospheric touches. "Back home we were on top and there was nothing to challenge us," says guitarist Robert Davis. "Being broke and crammed into a small room became the motivating factor for us to start writing news songs like our lives depended on it."

   For Revis, the adversity inspired some of the band's best songs like the album's title-track Places for Breathing and the first single "Caught In the Rain." The songs appeared on Revis' demo, which generated interest from most record labels before the band signed with Epic Records in 2002. "Our manager only let a few people hear our demo because he wanted to get some feedback before sending it all over town," recalls one of the band's principal songwriters and rhythm guitarist Nathaniel Cox. "When we went home to Carbondale for Christmas, everyone was feeling a little down because we hadn't heard anything back about the demo. We thought we were sunk. Then the phone started ringing off the hook from labels asking us to play showcases. That whole time was such an emotional roller coaster for everyone."

   "We took a lot of chances along the way-moving out west and developing our sound-but they all paid off," says Davis.

   In the summer of 2002, Revis began their album at NRG Recording in North Hollywood with producer Don Gilmore (Linkin Park, Trust Company). In the wake of Linkin Park's success, the rock world was clamoring for Gilmore's touch. Instead of choosing a superstar project, Gilmore followed his instinct and offered to work with Revis even before the band had signed a record contract. "One day in the studio I asked Don why he decided to work with us," recounts Holman. "Don told me he was hooked after seeing us play an 11 a.m. showcase. He said our first song sounded like we were in the kind of groove bands get into after playing for a couple of hours. That's how he knew he wanted to work with us."

   Andy Wallace (Nirvana, System of a Down) and Alan Moulder (Smashing Pumpkins, Nine Inch Nails) shared mixing duties on the album. Before going into the studio, Davis says the band discussed what kind of album it wanted to create. "Crunchy guitars, killer melodies and crashing drums are all cool, but how a song makes you feel is the most important thing. In my life, the most important music has always taken me on an emotional and musical journey. With this album, we wanted to celebrate how a good song can take you away from everything."

   Revis builds upon their rock roots-driving rhythms, powerful vocals and memorable choruses-by adding spaced-out atmospherics and moody textures into the mix. Pensive lyrics and mournful chord structures give Places for Breathing an introspective feel, says bassist Bob Thiemann. "Some songs sound like they were written by someone who was sitting on their roof drinking a bottle of wine and thinking about what they've been through in their life. Its almost like someone standing at a crossroads trying to figure out which way to go."

   Another song which mixes muscle and mood is "Your Wall"-a late addition to the album. Nathaniel finished the song after the album was almost completely mixed. The band liked the track enough to quickly record and mix it so it could be added. "The song came to me in a rush," recalls Cox. "I played it for the band and everyone loved it. We headed back into the studio with Don Gilmore and cut it in a couple of takes. It turned out to be one of my favorite songs on the record."

   Places for Breathing features a diverse collection of songs, including "Seven" - one of the oldest songs in the Revis catalog. The track takes its inspiration from the chapter of Revelations, but Cox's fascination with space gives the album a cohesive feeling. "I like writing about our place in the universe and questioning why we're here. In a way, what I write about ties into what we've gone through as a band. When we were young, we thought our hometown was the center of the universe. As we got older, we felt bigger and the town felt smaller. When we first moved to L.A., the city felt gigantic and we felt small again. Now that we've grown up some, L.A. feels small. We're just finding our place in the universe."