Forget being sly as a fox or strong as an ox, the Black Eyed Peas are funky as an elephant. Hence the title of their upcoming third album, Elephunk.

"An elephant ain't the fastest, swiftest animal, but it walks smoothly," rapper Will.I.Am explained Tuesday. "It's fat. It's heavy. Thump, thump. You can just picture an elephant's movement. That's the sound of the album. We have a lot of trombones, fat basslines, fat grooves, and nice, thick horn layers and arrangements. Just fat funk."

The follow-up to 2000's Bridging the Gap, which featured Macy Gray, Wyclef Jean, Mos Def, De La Soul and others (see "Black Eyed Peas Talk 'Bridging The Gaps'"), will showcase musician friends of the Black Eyed Peas rather than vocalists. While most hail from Los Angeles' underground jazz and hip-hop scenes, there are a few unexpected players, including Blink-182 drummer Travis Barker and Papa Roach, whose Jacoby Shaddix is the album's sole guest rapper (see "Papa Roach Provide The Rock For Rappers Black Eyed Peas").

Will described "Anxiety," the P-Roach collaboration, as a mix between "Head Bobs" from BEP's Behind the Front and "Last Resort." "I don't know what sound it is, it just sounds dope," Will said, phoning from his studio. "It's mad and angry, but not threatening. Anxiety is some sh-- that everybody goes through and nobody talks about, and I don't know why."

Elephunk, due in October, finds Will, Apl.De.Ap and Taboo addressing more serious issues than on their past albums, which focused mainly on their music skills. "Where's the Love?" is about the problems around the world, including September 11 and other religious conflicts ("That's a tear-jerker," Will said), while "Shut Up" is about the end of a relationship, something all three Peas have dealt with since Bridging the Gap.

"The whole album is about all of the emotional things we've been through," Will said. "Well, there's a few songs about rap."

One of the new record's most intense tracks is the Barker collaboration, which will be titled either "Rock My Sh--," "Had to Do It" or "Haters." It features the hook "'I had to do it/ Rock my sh--/ I had to get down and rock my sh--/ Y'all know the rules and how the game exists/ Don't hate 'cause I had to handle business."

"A lot of fans are like, 'I love the Black Eyed Peas. Y'all so positive,' " Will explained. "Then as soon as you're on 'TRL,' they're like, 'I hate y'all. Y'all sold out.' I don't understand what selling out means. If I changed what I was talking about, now I treat women like bitches or now I hate white people or now I hate black people, that's a sellout. But if you just get recognized for the things you do or the song the record label chooses as a single, which you have no choice over, is not your hard, aggressive one, I don't see how that's selling out."

Will paused and then gave perhaps a clearer picture of what the song is about. "I like Dr. Pepper. I think it tastes good. Just 'cause we did a commercial, it doesn't mean we selling out. I had to do that sh--. I have a family to take care of."

Guest vocalists aren't the only thing lacking on Elephunk — the album is also without former BEP singer Kim Hill, who played an integral role on Bridging the Gap.

"We had a falling out," Will said. They had tour dates booked, though, so someone had to step up to the mic. "I developed this rasp sort of singing. It isn't singing, but it's still melodic. It's not out of pitch or key. So a lot of the singing on the album is myself, but it ain't sing-songy. It ain't (in a Celine Dion-like falsetto), 'I love you baby.' "

Black Eyed Peas have only a few songs left to record, including one Will just wrote called "Don't Knock It." "It's about how everybody got their opinion. Just because you don't like it doesn't mean somebody else ain't going to love it."

Among the tracks already logged are the mid-tempo "Thanks," the Rockwilder-produced "Fire" and the big band-like "Hands Up."

"They're musical, but not insulting to people's tastes," Will said of the new tunes. "Elephants have a big backbone but aren't threatening. They are powerful but gentle. You don't see elephants biting a n---a's kneecaps."