"Nothing's real/Until you let go completely/So here I go/With all my thoughts/I've been saving."
- Sober

After the tremendous success of 2004's Breakaway, which sold 6 million in the U.S. and 11 million worldwide on the strength of such #1 hits as "Since U Been Gone," the title track, "Behind These Hazel Eyes," "Because of You" and "Walk Away," Kelly Clarkson earned the right to make the kind of album she wanted to make for her third RCA Records effort, My December.

"The biggest difference is how intimate it is," she says of the album, co-produced by David Kahne [Bangles, Sublime, McCartney, the Strokes] and touring band members Jimmy Messer and Jason Halbert. Kelly either wrote or co-wrote every song on the album, just as she has on such hits as "Because of You," Behind these Hazel Eyes," "Walk Away" and "Miss Independent." Legendary L.A. punk bassist Mike Watt, who has played with Iggy and the Stooges as well as his own band the Minuteman, guests on three songs.

"Regardless of whether it's a happy or sad song, the album's very in-your-face," she says of the full throttle rock & roll aggression on songs like the first single, "Never Again," and "Hole." "There was no filter...just four very different individuals who joined together to come up with a really cool record. There's a little bit of something for everyone on this album."

My December unfolds like a diary of the last two years in the life of Kelly Clarkson, which saw her take home a pair of 2006 Grammy Awards at L.A.'s Staples Center and perform a show-stopping version of "Because of You"; nab four American Music Awards, three MTV Video Music Awards, a People's Choice Award and a staggering 11 Billboard Music Awards. But all that acclaim took its toll on her personal relationships, captured on the dance-floor funk-soul of "One Minute," which she describes as "about the craziness of everything," the Edge-styled guitars in the blues-rocking "Hole," the betrayal of "Judas" and the playful No Doubt-inspired rhythmic pulse of "How I Feel." Songs like "Sober," "Be Still," "Maybe" and "Irvine" are vocal showcases that reflect her singer-songwriter roots.

"The record is about me, why I make the decisions I do," she says. "Most of my songs are about what's happening in my life. For me, it's like free therapy. Whether it's me growing, or helping someone else get through similar circumstances."

Clarkson wrote almost 60 songs for the new record, eventually paring it down to 26, then 14.

"Each song was picked carefully," she says. "I learned we should do what makes us happy and tell our stories without worrying about being #1 all the time and selling millions of albums. I just want to be me, but it's really hard to do that when everybody's breathing down your neck trying to make you somebody else."

Clarkson describes My December as an album that completes one era and opens up another, starting with the emotionally charged "Never Again," in which she writes about a relationship gone sour, but it's not what you think. "It's not really a boyfriend-girlfriend thing," explains Kelly. "It's more about trusting and putting your faith in someone and getting let down."

"Sober" is about survival, knowing what to do when something goes wrong. "It's not easy getting over whatever your addiction may be," she says. "The whole point of that song is, the temptation is there, but I'm not going to give in to it."

"Judas" is also a song about betrayal, a reference to the biblical character. "You think people are normal and good, then all of a sudden, you get blindsided," says Kelly.

"Haunted" is an eerie song Kelly wrote four or five years ago about someone she grew up with that committed suicide, in which she cries out, "Where are you?/I need you/Don't leave me here on my own." "I was expressing my anger at how someone could do that," she says. "Why would you leave all these people behind feeling guilty and wondering what they could have done to prevent it? I really believe that God puts us through these situations to help others."

"Be Still" is a folk-blues number that Kelly compares to Sarah McLachlan, Norah Jones and Bonnie Raitt, with a dash of vintage Christine McVie, explaining how the title comes from one of her favorite Bible verses: "Be still and know that I am here." "It's all about stopping things, slowing down to appreciate life," she says. "Everything just goes so fast, especially in this business. There's just no time to be alone for a moment of quiet. That's why I don't live in L.A. and have always lived in Texas. It's about getting away from the rat race and carving out a space for yourself."

The hypnotic guitar at the start of "Maybe" gives the song a country feel, which Kelly describes as "closer to Ryan Adams or Patty Griffin than traditional country."

The psychedelic funk of "Yeah" has an upbeat sexy, Prince-meets-Sly & the Family Stone vibe. "The song is about this guy I was dating, who was so cool, but wasn't able to put up with me being in the public eye all the time," she relates. "I want a real man, not someone who's going to walk around on eggshells and be a 'yes' person. I want someone to let me know if they're happy, mad or sad."

Clarkson says the tongue-in-cheek "Can I Have a Kiss" is actually about two different people in the verse and the chorus. "That's the first time I ever did that," she says. "The lyrics are about something very true to me. You know how you want someone, but can't have them because they're off-limits? In the chorus, I sing that, even if you had 'em, you know you'd screw it up. You always want what you can't have. It's a funny, ironic song."

Kelly describes "Irvine," which she wrote in the bathroom of her dressing room while performing at the Irvine Verizon Wireless Amphitheatre, as "the saddest song I've ever written." "The song is a prayer from the lowest point in my life," she says. "There comes a time when you feel like, if He's up there, God, Allah or whatever you want to call Him, is the only one that can help me out. After that night, I know there's someone or something out there looking out for me."

On the bluesy acoustic twang of "Chivas," the rollicking hidden bonus track, Clarkson channels the late Janis Joplin's "Mercedes Benz" on a cheeky kiss-off drinking song with lines like "You're not worth it, babe/All the trouble you bring...I'm so sick of you, babe/I can't stand the sight of your face... You should keep your eyes on your new girlfriend." It's a sense of humor she demonstrates throughout the album.

"At the end of the day, life is too short," says Kelly. "You can't take things too seriously. I wanted to end the album on a light note. There are obviously moments you think you'll never get over, but you do. We need that kind of sarcasm."

My December marks a major turning point for Kelly Clarkson, a third album that defies expectations and introduces an artist coming into her own and growing into her powerfully, distinctive vocals.

"It's the end of something and the beginning of a new era, a fresh start," she says. "My December album is like a movie about me, it's my story.