Nicolay's long-distance production mastery is at work again, this time with The Foundation's Kay, crafting soulful, airy beats as we sit in on their creative mind meld. A little electric shock couldn't hurt Kay's 'Average Joe' flow every now and then, but for the majority of the album the ease in which he rhymes about women, mortality and everyday life benefits from the lack of bells and whistles. You really can't be mad at an emcee who picks up a woman at Whole Foods instead of the strip club and then takes her to see an indie flick, as the story goes on "Through the Wind." Like Nicolay's previous collaboration on Connected, the one producer/one artist vibe allows a central voice to emerge from the album instead of a bunch of random singles. There are a few guests sprinkled in (Stokley Williams, Oh No, Chip Fu and others) providing expert contributions that neither fade into the background nor overwhelm the true stars of the show.

Inspired by Langston Hughes' The Negro Speaks of Rivers, Kay expresses his desire to have his words flow on forever on "I've Seen Rivers." On the sentimental "Dancing With the Stars," Kay maintains his knack for taking the ordinary and subtly turning it into artful thought as he speaks otherworldly promises to his beloved. He casually weaves in clever disses against women who aren't quite his type on "Tight Eyes" when he says, "Knuckle-dragging wildebeest/please get kinetic/Move/You all in my personal space/Got a bad attitude and you hurting the face." Where most rappers would have resorted to b*tch this, slut that, Kay utilizes the novel tools of thinking and writing skills to pick apart his target. Kay toys with the categorization of an alt-rapper throughout the album as he takes askew approaches to familiar themes. "When You Die" doesn't dwell on how his comatose subject arrived to his deathbed, choosing instead to focus on the things never said floating through his head as he approaches the end.

Though the reggae-tinged "The Gunshot" feels a little out of place among the rest of the jazzy, laidback set, the track showcases yet again the broad musical palette from which Nicolay dips and that Kay can rhyme over anything. The dexterity these two bring to this album is a fun, thoughtful listen.