Rob Thomas and band put the finishing touches on their second album (picture)

What do you do after you've sold 10 million records, played better than 600 shows in three years and, in your spare time, written a Grammy winning Number One single with Carlos Santana? Retire to a houseboat on a lake just north of Atlanta to write more songs, of course. At least that's what Rob Thomas and Matchbox Twenty did last summer.

"It was killing us," Thomas says of the touring schedule after the release of Yourself or Someone Like You. "We just wanted the record to go away. And after a while, it was like, 'Jesus, we're going away for a long time.'"

After a nine-month break to relax and write songs, Thomas teamed up with Matt Serletic, who also produced Matchbox Twenty's debut and is affectionately referred to by the band as its sixth member. The two moved into a cabin in North Carolina and then hooked up with the rest of the band to rehearse. In august the group entered Serletic's Atlanta studio and spent the next several months recording their second album, Mad Season by Matchbox Twenty, due on May 23rd.

"On the last album it was like, 'These are Rob's songs, let's just play them,'" says drummer Paul Doucette, a friend of Thomas' since they played together in the pre-Matchbox Twenty band Tabitha's Secret. Guitarist Adam Gaynor says that this time they felt more at ease building on Thomas' melodies - "the unrefined diamonds," he gibly calls them.

"It takes a whlie for five people to make the same noise - to get together and head in the same direction," says the newly svelte Thomas, puffing on a Marlboro Light in the lounge of Atlanta's Four Seasons hotel, where the band stayed while preparing for its upcoming club tour. "When we started, we were making the record that we thought Matchbox Twenty would sound like. Now, we had been on the road and protected each other and had every emotion high point or low point that we could have together - we felt like a band."

"I think they were thrilled and a little overwhelmed," Serletic says of the band's mood upon starting work on Mad Season. "I think they felt the pressure of, 'Everybody loves the first record - what are we going to do now?'"

Doucette, generally the first to pipe up on any subject, admits, "I was scared that we would make the same record again." Gaynor, meanwhile, says he worried that by trying to do something different, the band would abandon the "Rob melodies" that made up songs like "Push," "3 AM" and "Real World" huge radio hits. "He shits hooks," Gaynor says. Laughing, Thomas responds, "It's a problem with my diet."

From sunny numbers like "Black and White People," which has faint echoes of the Beatles influence that the band says was one of the album's refrence points, to the lighthearted ballad "Last Beautiful Girl" and the moody first sincle, "Bent," Mad Season doesn't depart from Yourself or Someone Like You but does up the ante. Thomas wrote on piano instead of guitar, which he says helped avoid some of the repetitiveness of the songs on Yourself. The addition of horns on "You Won't Be Mine," an orchestra provides more sonic heft.

Despite the accolades he's recieved for "Smooth" and a recent call from Elton John collaborator Bernie Taupin asking for help writing a song, Thomas isn't counting his platinum records before they're smelted. He's aware that the likelihood of another 10 million-selling album is slim, and he seems liberated by that fact: "I can't go up from here, really. So it's kind of a good position to be in. I don't have to be at the top of the heap. As long as I'm in the heap."