Rachael Yamagata is talking with Spinner on the phone, driving from the Chicago airport with her band, when suddenly she makes a jolting discovery: Once at the hotel, everyone else is off in a thousand directions, and Yamagata is locked inside the van. Finally, familiar faces appear. "Hey, guys," she says, tapping on the window glass, "can someone get me out of here?"

If Yamagata, 31, seems a bit contained for the moment, overall she's poised for what she sees as a creative breakout. Four years after her first full-length album, 'Happenstance,' a Best of 2004 release that established her as a formidable new talent, Yamagata returns with a surprising record in two parts, 'Elephants...Teeth Sinking Into Heart.' While 'Happenstance' laid a vaguely dangerous stalker vibe over lyrics of romantic obsession and a wildly eclectic music bed of pop, blues, jazz, and Dixieland (shades of Laura Nyro), its successor goes poetically deeper and darker, the atmospheric nine ballads ('Brown Eyes') morphing into five samples of guitar-driven rock ('Sidedish Friend') by end of disc two.

Throughout, Yamagata eschews the traditional song-by-song format, and in spots, the orchestral transitions make the album seem like a film score. Elsewhere, particularly on 'Sunday Afternoon' and 'Pause the Tragic Ending,' repeated references to blood bubble up, underscoring a morose feel that turns on wind, rain, fog and, yes, vampires.

"I think there's a new uncensored freedom in the way that I'm writing," says Yamagata, who is upbeat and funny in interviews, nearly the opposite of her record persona. "I've had a lot of writers say, 'Oh, you're just depressed, and all you do is think about your love relationships.' But this time, I'm incorporating different imagery and metaphors, and getting into characters instead of first person. And sonically, I wanted to make you feel like you were even more in the room. Like on 'Little Life,' you can hear somebody talking, and then when the vocals start, it's like a secret being told."

The record stalled for several years due to regime changes at RCA. When the dust settled, not everybody immediately loved the structure or the intimacy that Yamagata strived so hard to get. RCA, hearing no hits, sent her back into the studio, while Yamagata was simultaneously recovering from several accidents -- falling off a ladder, blowing out her eardrum diving in the ocean and finding her way through a management maze. In early 2007, she assembled a new team, split from RCA and signed with Warner Bros.

Yamagata calls the new album "a more enriched reflection on relationships," in part because her stepmother, who reared her from age two, died during its conception. "It was my first experience with death, and it made me think a lot about what we remember from our time on this planet," she says. "And it takes more risks. Certainly the rock stuff is a departure. 'Don't' is a song that I never would have written around the first album. It's the most abstract, almost performance -- art weird."

Much of the album carries the ambiance of her locale in upstate New York. Yamagata wrote the demos while isolated in rural Woodstock, and then recorded in the mountaintop Allaire Studios, which she describes as haunted.

"That whole instrumental part of 'Over and Over' was inspired by what I thought was a ghost playing trumpet up in the studio," she recounts. "I was wandering around at four in the morning, and I heard someone playing trumpet, but I was terrified, because there was nobody there who played trumpet. So I had my little recorder, and I was wandering around in my pajamas, pressing the record button, saying, 'Speak to me. I'll just play what you're playing.'"

Yamagata's non-ghostly guests include Maroon 5 guitarist James Valentine on 'Pause the Tragic Ending' and vocalist Ray Lamontagne on 'Duet.' She wrote that song with Lamontagne in mind because, "I felt like we're similar enough in our huskiness that it almost becomes androgynous -- you get this effect of a feminine side and a masculine side to both of us, a strength and heartache and observational quality that transcends whether you're a guy or a girl."

Still, Yamagata is unsure precisely where she fits with the rest of the pop-rock women. "I think my label might be asking the same thing," she cracks. "I've got a little rock thing going on, which I love just as much as the ballads. People ask me, 'Who do you think you're inspired by?' And I always say, 'I take bits and pieces from everywhere, from Tom Waits to Jeff Buckley to Stevie Wonder to Rufus Wainwright.' I grew up on the Carol Kings and the James Taylors and Stevie Nickses of the world, who kill you with their great story. If I could have written 'So Far Away,' that would have been amazing."