Lateralus emerged after a four-year legal dispute with Tool's label, Volcano Entertainment. During those years, the band avoided writing new material. In January 2001, the band announced that their new album's title would be Systema Encéphale and provided a 12-song track list with titles such as "Riverchrist", "Numbereft", "Encephatalis", "Musick", and "Coeliacus". File sharing networks such as Napster were flooded with bogus files bearing the titles' names.
At the time, Tool's members were outspokenly critical of file-sharing networks in general due to the negative effect on artists that are dependent on success in record sales to continue their career. During an interview lead singer Maynard James Keenan stated: I think there are a lot of other industries out there that might deserve being destroyed. The ones who get hurt by MP3s are not so much companies or the business, but the artists, people who are trying to write songs.
A month later, the band revealed that the new album was actually titled Lateralus (supposedly a portmanteau of the leg muscle Vastus lateralis and the term lateral thinking) and that the name Systema Encéphale and the track list had been a ruse.
Lateralus and the corresponding tours would take Tool a step further toward art rock, and progressive rock territory, in contrast to the band's earlier material, which has often been labeled as alternative metal. The album has also been described as progressive metal. The prolonged running times of most of Lateralus thirteen tracks are misleading; the entire album rolls and stomps with suitelike purpose." with its 79-minute running time and relatively complex and long songs—topped by the ten-and-a-half minute music video for "Parabola"—posed a challenge to fans and music programming alike. Drummer Danny Carey said, "The manufacturer would only guarantee us up to 79 minutes ... We thought we'd give them two seconds of breathing room."
Carey aspired to create longer songs like those by artists he grew up listening to. The band had segues to place between songs, but had to cut out a lot during the mastering phase. The CD itself was mastered using HDCD technology.
Just as Salival was initially released with several errors on the track listing, early pressings of Lateralus had the ninth track incorrectly spelled as "Lateralis". The original title of "Reflection" was "Resolution" before being changed three months prior to the album's release. The track listing is altered on the vinyl edition, with "Disposition" appearing at track 8. Because of the long running time, the double vinyl edition could not be released like the disc since the songs would not fit on each disc side in that order. By moving "Disposition" to an earlier point, the sides were balanced and could fit the material. This edit breaks the segue that occurs between "Disposition" and "Reflection", however, which, along with "Triad", are linked together on the tracklist.
Drummer Danny Carey sampled himself breathing through a tube to simulate the chanting of Buddhist monks for "Parabol", and banged piano strings for samples on "Reflection". "Faaip de Oiad" samples a recording of a 1997 call on Art Bell's radio program Coast to Coast AM. "Faaip de Oiad" is Enochian for The Voice of God.
"Disposition", "Reflection", and "Triad" form a sequence that has been performed in succession live with occasional help from various tourmates such as Mike Patton, Dave Lombardo, Buzz Osborne, Tricky, and members of Isis, Meshuggah, and King Crimson.
The title track, "Lateralus", incorporates the Fibonacci sequence. The theme of the song describes the desire of humans to explore and to expand for more knowledge and a deeper understanding of everything. The lyrics "spiral out" refer to this desire and also to the Fibonacci spiral, which is formed by creating and arranging squares for each number in the sequence's 1,1,2,3,5,8,... pattern, and drawing a curve that connects to two corners of each square. This would, allowed to continue onwards, theoretically create a never-ending and infinitely expanding spiral. Related to this, the song's main theme features successive time signatures 9/8, 8/8, and 7/8. The number 987 is the sixteenth integer of the Fibonacci sequence. "Eon Blue Apocalypse" is an instrumental piece in-between "The Grudge" and "The Patient". The track "Mantra" is the slowed-down sound of Maynard James Keenan gently squeezing one of his cats.
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