Transitions are both inevitable and startling—like a scenic drive before a hairpin bend, an abrupt storm, a rediscovered love. For Upstate, the past three years have been a litany of transitions as members Mary Webster, Melanie Glenn, Harry D’Agostino and Dylan McKinstry patiently navigated the unfolding hurdles of the pandemic and some of life’s most pivotal moments. Amid a whirlwind of marriages, babies, funerals, and spiritual awakenings, mourning and celebration, was a long, uncertain pause. This restful time apart from the demands of the road fostered for Upstate the chance to make a record that could touch on every corner of their lives, a deeply honest portrait.

Over the past eleven years, Upstate has garnered acclaim for their effortless and genre-dodging arrangements, which flourished on two previous albums A Remedy (2015) and Healing (2019). The group swelled with members, traveled the country on a national headlining tour, and secured support slots with The Felice Brothers, Marco Benevento, Lake Street Dive, Mt. Joy, and the Wood Brothers. Upstate now welcomes multi-instrumentalist Dylan McKinstry, who engineered, mixed, and, along with Mary Webster, produced their third full length album, You Only Get A Few.

The LP was recorded in the Hudson Valley at The Building in Marlboro, New York, and finished at Greenpoint Recording Collective in Brooklyn, both spaces intimately familiar to the band and the musicians they worked with. Webster states that because “we produced it independently, we had no opinions or perspectives other than our own. It allowed whatever was going on in the heads and souls of the songwriters to be filter-free.” They found rich resources too in working with family: Webster’s husband Conor is featured on piano, along with three-month-old Oscar on “WYDFL,” and McKinstry’s father Steve, himself a recording engineer, is featured throughout on Hammond B3, recorded in McKinstry’s home state of Minnesota at Salmagundi Recording Studio. Harry’s father Louie and Conor took the film photographs that would become the album’s cover and credit photos.

You Only Get A Few is filled with songs blossoming from uncertainty and creative collaboration. Webster describes the album as “darker and moodier” than previous releases, but joy abounds in the band’s performance. Shedding old expectations, the LP is the most authentic to who the group is now, as each member leaned into what they’d previously felt constrained from. “You just have to let go of so much that you never thought you could,” she says. That emancipation dances throughout the record, as Upstate expands their sonic palette, reshaping their sound to more closely resemble what their aural imagination. “Our collaboration in the studio was more raw, fast, and honest because we weren’t even sure there was a future for any of us,” McKinstry says. “We simply just wanted to make a record because it felt important to capture the moment we found ourselves in. We wanted to document and pay homage to the transition itself.” Now the more classic instrumentation, centered on vocals, bass, guitars and drums, turns the attention from novelty to songcraft, and invites the wider additions of clarinet, piano, and organ to sit on atop a fuller foundation.

You Only Get a Few begins with a long exhale, leading into the lo-fi scratchy-tape opening of “Lovers & Friends” that feels almost archival, as if we’re dusting off something half-forgotten. The song itself is about recognizing the preciousness of friendship, which makes for a fitting introduction to a record that returns Upstate from a collaborative project of colleagues, to an intimate project of friends. “Music has always just been our safe haven, our place to feel joy,” explains Webster. “I don't think any of us could ever conceive a world where that doesn’t happen.” The sauntering electric guitar, bluesy organ and shuffling percussion all sit easily. The sound is comfortable but deliberate, and simple in its attention to detail.

Many of the songs on You Only Get A Few are set with field recordings made by the band, drawing us into the space from which the songs were created. The simple and elegant arrangement of “Catalpa” begins with the backdrop of a spring rain that subtly transitions into the familiar sounds of a summer night, as Glenn and Webster’s voices glide over a serene acoustic guitar, singing “Cold march, and I dream of June.” It’s a song about memory, the seasons and moments of life that aren’t quite solid enough to grip. “Auntie,” written by Webster and McKinstry, serves as a reminder to listen to the advice of others and ourselves. It is a contemplative song, set against a scene drenched in harmony and bold, driving rhythms. “I should have listened to my Auntie / When she told me not to speak severely,” she sings over the hypnotic, colorful swirl of electric guitar, low-bellied bass, hammond organ, synthesizer, and clarinet.

While much of You Only Get A Few is inspired by the band’s real life experiences, there are also moments of spontaneous fiction, an idea propelled into something tangible. The Harry D’Agostino-penned “Patty’s Diner” is one such instance, as he tells the story from the perspective of a grieving sister, intent on realizing her late-sibling’s dream. It’s the first time bassist D’Agostino has sung an Upstate song, further marking the band’s enthusiasm to try new things. “Our rule is that we try everything once,” Webster says, adding that the longevity of their collaboration is due to a lot of patient sifting through diverse musical ideas.

“Befriend,” written by Glenn, showcases Upstate’s ability in textural dynamics. They are not afraid of encouraging patience and attention, offering a quiet, slow-burning acoustic opening and later leading us to a crescendo of electric guitar, propelling drums and rising, chant-like vocals. As a song that focuses on trying to like the parts of yourself you hate, the reckoning––rather than forgetting––takes shape in the churning instrumental arrangement. The molding of these intricate arrangements continues on D’Agostino’s organ-driven “Metaxy.” A kind of call-back to the band’s days of playing busy bars, the song urges movement, and clarity among the chaos. It’s a song about apocalyptic hope, the sort that illuminates all things and makes them more visibly what they are.

“Just don’t mistake the middle for the end,” Webster and Glenn sing at the end of “Metaxy” offering one of the album’s core messages. Through both gradual and sudden transformations, the unexpected bends and dips, the band never quite settles. On this third album, Upstate prods and searches, stews and savors, and throughout each transition they let go of as much as they carry. It’s as if there’s a collective breath, and, just as the album begins with an exhale, You Only Get A Few ends with one, too.