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The album consists of several indie rock songs layered with dense field recordings and noise manipulation, as well as several tracks that are just noise collages, ranging in length from four seconds to over eleven minutes. There are five Black Foliage: Animation songs, which all feature the same bass line, but contain heavy sonic experimentation and go in vastly different directions. According to band member Will Cullen Hart, the Animation tracks are intended to evoke imagery of animations. In the liner notes of their debut album Music from the Unrealized Film Script: Dusk at Cubist Castle, The Olivia Tremor Control asked their fans to send in tape recordings describing dreams they had, which are sampled in the album, most notably in "Combinations 2" and "Hilltop Procession (Momentum Gaining)".

Black Foliage was recorded and mixed entirely on 4 and 8 track tape recorders. According to the liner notes, the band collaborated with many fellow members of The Elephant 6 Recording Company collective, including Neutral Milk Hotel frontman Jeff Mangum, who sings backup vocals in the song "I Have Been Floated

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