Recorded at Lord Baltimore Recordings by Rob Girardi over two months in the fall of 2008, Song of the Pearl is Arbouretum's third full-length and the first to feature the same core band on every song. With Dave Heumann on guitar and vocals, Corey Allender on bass, Daniel Franz (also sometimes seen with Beach House) on drums, and Steve Strohmeier on guitar, Song of the Pearl is more earthy and direct than the band's previous efforts. While Rites of Uncovering seemed to peer down from a vantage point far above, Song of the Pearl reaches out from within the mire itself. The songs seem to have more immediacy and urgency than that of its predecessor. Paradoxically, the album exudes hopefulness, even though the songs' protagonists are often ultimately and intrinsically doomed.

“False Spring", the album opener, is propelled by heavy guitar rhythms that roll like waves against a levee until they finally burst through to unleash a flood of ferocious, acid-drenched, solo passages. Because of the relatively long time spent in the studio for "False Spring" (and the album as a whole), the band was able to add elements such as the backward piano chord-meets-reverse cymbal hit intro and the overdubbed distorted acoustic guitar, which is so placed as to eerily mirror the electric guitar lines and create an otherworldly psychedelic wash. Among other notable additions are the string arrangements of former guitarist Walker Teret. Their addition to the chiming, modal guitars of the title track enrich the baroque elements of the song, enlivening the elliptical tale told by the elegant prose-style lyrics. Arbouretum's sophisticated songwriting often has roots in the folk music of the British Isles, but it's treated in a manner such that these older song-forms are split open by an explosive rhythm section and the dueling guitar lines of Dave Heumann and Steve Strohmeier. The crispy burnt sounds of the capoed baritone guitar intersecting with the brighter tones of Steve's Fender and hollow-body guitars push tracks like "Infinite Corridors" and the epic "The Midnight Cry" into the realm of heavy rock.

The expository, yet emotionally resonant lyrics of Dave Heumann at times recall songwriters such as Richard Thompson, Fred Neil, and even Bob Dylan. It should then come as no surprise that the transition to the album's closer, "Tomorrow is a Long Time", an early Dylan song, is seamless. The song is almost unrecognizable in its new arrangement whose deliberate and deep rhythms coupled with Heumann's haunting vocals capture the lament of lines like:

"Yes, and only if my own true love was waitin,
Yes, and if I could hear her heart a-softly poundin,
Only if she was lyin by me…"

Arbouretum first began in late 2002 as a vehicle for singer/guitarist David Heumann's songwriting. Since their debut album, Long Live the Well-Doer, there have been several lineup changes that have included musicians such as Ned Oldham (Anomoanon), Walker Teret (Cass McCombs' band), and Jennifer Hutt, as well as drummers Mitchell Feldstein (Lungfish) and David Bergander (Celebration). The sweeping, atmospheric textures of the first record soon gave way to a more visceral, elemental approach. Amplifiers were turned up, drums were hit harder, and songs crescendoed into spiraling, noise-soaked climaxes on the second full-length, Rites of Uncovering. Released on Thrill Jockey in early 2007, the record garnered much attention and critical acclaim.