Donald Fagen's "Morph the Cat" embodies a toned-down version of Frank Zappa's goofy humor with a smooth, funky rhythm.

The longtime co-leader of the jazzy, classic rock group Steely Dan released his third solo album March 14. It's silky swing in the presence of a pessimistic atmosphere.

Imagine cigarettes that don't cause lung cancer — unrealistic, yet seemingly dangerous — and the mood is set for "Morph the Cat."

Fagen takes his listeners on an eerie journey with tunes so modestly declarative that underlining and secret meanings begin floating from the boom box each time the CD is spun — spooky.

Lyrics like "Of psycho-moms/And dying stars/And dirty bombs/Please follow me/And hold me tight/Yes we'll build a world together/In the Great Pagoda of Funn," from the fifth track — "The Great Pagoda of Funn" — can turn your thought process sideways and backward if you dwell too long.

There's nothing flamboyant about the musicians backing Fagen. They're just sitting back and grooving to Fagen's curious lines about love, death, New York City and nightgowns.

In the liner notes, each song's lyrics are accompanied by a short paragraph explaining what each number is about or inspired by.

Fagen's commentary paragraph on the third track — "What I Do" — "A conversation between some younger version of myself and the ghost of Ray Charles," is kind of a strange concept, but the conversation works as the backdrop for the grooviest song on the album.

It just comes across as super cool with Fagen singing the chorus of "It's what I do" after setting it up with the even chillier statements of "It's deep beneath the skin/It's what I major in."

And the band asserts itself on this song more strongly than the others with some wicked, whirling piano riffs, fluttering female vocals on backup and a solid harmonica solo by Howard Levy. But how can a song dealing with Ray Charles not be super jiving?

One problem is some of the songs might not make sense without Fagen's explanatory paragraphs. For example, the song "Brite Nitegown" might not resonate as representing the Grim Reaper without the paragraph.

But either way it's noteworthy that Fagen is crossing the line between popular music and poetry.

Overall, the album is well thought out both musically and lyrically. The most redeeming aspect is the songs unravel deeper meaning with each listen.

This is great study music and something to wind down to after a stressful week.