Songfacts®:

• Nick Waterhouse got the idea for his sixth studio album, The Fooler, when he visited San Francisco during the early days of the COVID-19 pandemic and realized how much the city had changed since he'd lived there years earlier. The ensuing work, which he dubbed a "musical novel," explores "human connection and memory, and places and the disappearance of places."
  
  In the evocative opener, "Looking For A Place," Waterhouse sings from the perspective of a character who watches his love interest board a train in search of an unnamed place. "Lyrically, that song is the beginning of the character sitting somewhere and you're entering their memory with them," he explained in a 2023 Songfacts interview. "It's like the memory is becoming so real, it's like when you watch a film. It's someone on the street and the street colorizes and goes back to the scene of what this entire story is going to be. It sets the scene, it sets the theme. It's circular."
• Waterhouse took a unique approach with the narrative, allowing the listener to flip the script on the characters' perspectives: "I also wrote all the songs intentionally to be spoken by either character with the other, so you can reverse. It doesn't have to be one partner or the other. It's a dialogue that can be flipped. It really is about the history of two characters and the introduction of the two characters into each other's worlds."
• After recording his previous album, Promenade Blue, with Paul Butler, Waterhouse sought Georgia-based producer Mark Neill - who helmed The Black Keys' Grammy-winning Brothers album - to work with him on The Fooler. Waterhouse spoke of Neill's guidance on the opening track:
  
  "The phrase he kept repeating was, 'The sound is the place.' The mood and the scope. It's not that small, but it's subdued and spacious."