1. Midlake -- The Trials of Van Occupanther (Bella Union): This record is almost instantaneously enthralling. It's lovely and fragile, with the mysterious lyrics seeming to come from the pen of a 19th Century poet. The music is steeped in the softer side of ‘70s pop, yet it is neither composed nor performed in an AM radio fashion. The melodies are reminiscent of Bread and Electric Light Orchestra and others, but instead of swelling up to gigantic emotional hooks, things are downplayed. Often there is an undercurrent of sadness, as the lush songscapes are used to cushion the harshness of life. While sounding like neither The Decemberists or The Arcade Fire, as Midlake is far more delicate, this band shares the ability to create a unique world on a full length album. The songs stick and resonate in a way that separates it from most albums I've ever heard.

2. Neko Case -- Fox Confessor Brings The Flood (Anti): Speaking of creating a world, Neko Case takes country torch singing well outside its boundaries. It's no wonder she turns to modern myths and Biblical stories for lyrical inspiration, as her music is often otherworldly. Her honky tonk perfect voice adds drama to songs like "Star Witness" and "Dirty Knife", while capturing the longing for a better time on the instant classic "Teenage Feeling". Not often do you hear music that is at one level disquieting, but at another level is passionate and inspiring. This is both a credit to the musical backing of the Sadies, Calexico-ites and others who capture Case's vision, and her stunning pipes.

3. Sparks -- HelloYoung Lovers (In The Red): With HYL, the Mael Brothers have made back-to-back terrific albums for the first time since the early ‘80s. Having embraced both minimalism and over-the-top histrionics simultaneously on the amazing *Lil' Beethoven*, deconstructing pop music in a fresh manner, Sparks does not let go this time around. About half the album is squarely in the vein of its predecessor, finding a few fresh wrinkles within the repetition and bluster. Meanwhile, the Maels cast their net wider, revisiting some of their glam and dance pop past ("Waterproof" and "Perfume", respectively), and pushing the minimalist ethos to grandiose heights on the best song of the year, the epic "When I Sit Down to Play My Organ at the Notre Dame Catherdral".

4. Beck -- The Information (Geffen): Mr. Hansen doesn't pull out any gimmicks or concepts here - unless you count the sticker insert that allows listeners to design their own CD cover. In fact, this is the album where he seems to consolidate the different paths he's taken, in a cohesive album that is full of catchy songs, but is really better suited to listening to in full. One of the things that makes Beck special is that he realizes that hooks and melodies and appealing rhymes are good and fine, but mood and texture can really elevate an album to a higher level. Meanwhile, this album is never overly serious, but it evokes everything from belly laughs to sadness, in a manner that is truly touching.

5. Mission Of Burma -- The Obliterati (Rykodisc): The comeback has yet to yield any single song that ranks with the twin classics "That's When I Reach for My Revolver" or "Academy Fight Song", but that's about the only thing about Burma's second time around that falls short of the first. This post-punk juggernaut has a such a great sound -- the way that Roger Miller, Clint Conley and Peter Prescott play together is worth the price of admission alone. Their collective ability allows them to go anywhere they'd like, from catchy melodic muscular songs to screaming bash outs to a tribute to Giorgio Moroder. As with the first reunion effort, it's almost impossible to tell that any time has passed. Which is what you'd expect with such timeless music.

6. Office -- Q & A (self-released): I'm cheating a tad here. This album actually dropped in late 2005, but you couldn't find it in a store in their (and my) home base of Chicago until 2006. Although band leader Scott Masson claimed in an interview that he was influence free, it can be no accident how his songs mix clever new wave pop structures (The Cars are one obvious reference point), some light R & B at times, and pulsing dance pop rhythms. Not to mention one song that sounds like it was accidentally left off of a Hawksley Workman album. While I hear influence, I hear no imitation whatsoever -- Masson has really developed a signature sound. He's aided by the fact that the rhythm section of Alissa Noonan and Erica Corniel is positively brilliant, keeping the songs moving in the most creative ways. Masson fashions hook after hook, while writing lyrics that are sometimes as light as marshmallow fluff, and other times are witty and make sharp observations about love and, true to their visual concept, office work.

7. Radio Birdman -- Zeno Beach (Yep Roc): This is the Australian analog to the Mission Of Burma comeback. This is another band whose key members haven't let their skills rust, as they were doing various projects over the years. The Birdman blend of Detroit punk (MC5 style), surf music, and a bit of garage rock and psychedelia is still unlike any other band (not counting imitators) and they haven't forgotten how to pull it off. To extend the Burma comparison further, this band's sound is so good, the interplay between the musicians alone is worth hearing. Thankfully, they have plenty more good material, sometimes stretching out on slow burn atmospheric numbers. But they don't go too far in that direction and stack up smoking rockers that rank with their best, like the title cut and "Relentless". Singer Rob Younger still sounds on the verge of going mad and Deniz Tek is more of a guitar hero than ever -- yep, they can still kick anyone's ass.

8. Gnarls Barkley -- St. Elsewhere (Downtown): One of the albums of the summer, with the single of the year, "Crazy". Since I first got the album, I've picked up a Cee-Lo compilation and now truly understand why he and Danger Mouse were destined to get together. Cee-Lo, both as a singer and a songwriter, is a bit of a throwback to classic R & B, but either solo or with Goodie Mob, he's never been afraid to try some strange things. A few of the songs here could have easily been simply Cee-Lo recordings, but others are brilliant collaborations. Danger Mouse's work here and with Gorillaz shows that he likes the challenge of making songs that have unusual textures and weird bits, without destroying the essence of the song. This makes for a popular album that truly surprises in spots, and delights constantly.

9. Bob Dylan -- Modern Times (Columbia): Between this and Love And Theft, I think it's possible that Bob Dylan could make great albums in this vein for as long as he wants. What is bizarre is that the foundation for many of the best songs on here is classic ‘40 style pop writing, but he Dylan-izes it. The light melodies that were the foundation of cheery pop ditties now are laid on top of easy going bluesy grooves, and Dylan just rumbles and rambles and cackles his way over them, with a signature guitar line or some such business thrown in to provide something along the lines of a chorus. It's mellow and relaxed and friendly, but still retains a certain air of mystery that is part of the Dylan experience. Does this mean anything? Well, I'm sure it means something, I just can't rightfully say if it's substantial. I do know that it's fun.

10. Jon Auer -- Songs From The Year Of Our Demise (Pattern 25): It still blows my mind that the three solo LPs from The Posies frontmen (two from Ken Stringfellow prior to this one) are arguably stronger than any single LP from that great power pop band. While The Posies were very ambitious, it appears that both Auer and Stringfellow have been better able to realize their musical and lyrical ambitions when they could be more personal and intimate. And this album is extremely intimate. On some songs, it sounds like Auer is right in the room with his guitar. As the title indicates, Auer is detailing a relationship that has fallen apart. The songs are produced and performed in a very ‘70s singer-songwriter fashion, as if Todd Rundgren or Emmit Rhodes spiked their popcraft with some Neil Young acidity. Auer still produces some stirring music, in the midst of things falling apart. And the final song, which is basically the title cut, is about as emotionally gripping as any song I heard all year.

11. Yo La Tengo -- I'm Not Afraid Of You And I'm Going To Beat Your Ass (Matador): Some artists make records that sound like they are replicating their record collections. Yo La Tengo goes that one better by making a record that sounds like a record collection. You might have to go back to The Clash to find an artist that has such facility for hopping from style to style and making it work so well. It's no surprise to hear YLT tackle, for example, a moody downcast ballad or a garage rock workout, but a falsetto soul-pop tune? Or something that sounds like it was found in the vaults of Buddah Records in 1968? This record balances surprises with the tried-and-true. Even the sequencing is terrific. There's a droney, ambient instrumental at about the midway point. And the LP is bookended by two fantastic epic length tunes that hit familiar influences like The Velvet Underground and Television. ‘Something for everyone' can often mean that the artist is bland and indistinct and pandering. Here, it shows a band that creates challenges and has fun at the same time.

12. The Pipettes -- We Are The Pipettes (Memphis Industries): This really is a 21st Century girl group -- the three Pipettes were found through auditions, and the songs and playing are done by the guys backing them. If this wasn't a problem back in the ‘60s, why should it be a problem now? This record could have failed. It modernizes the girl group approach without losing the essential elements that made it one of the great pop sounds of the rock era. The tunes here are often so faithful to the melodic and rhythmic approaches of that time, that no purist could object. But the record adds some more modern (though still retro) touches, like a disco bit here, or a punky shout there. They top it off with sassy, woman-in-control lyrics that are witty and really more in tune with the energetic music that inspired these folks in the first place. Songs like "Julie" and "Pull Shapes" may sound simple, but there is a level of sophistication here that one rarely finds in pure pop nowadays.

13. Channels -- Waiting For The Next End Of The World (DeSoto): The first full length from J. Robbins' latest band is simply further refinement of the sound he's been flogging since Jawbox. It's a sophisticated brand of post-punk, combining jagged guitar parts and sometimes offbeat rhythms with a sharp melodic sense that few contemporaries can match. As Robbins moves on, he doesn't feel the need to put the pedal to the metal so often, which is fitting, since he is always improving as a composer. Moreover, the recent political events inspire him to pen some of his best lyrics ever. His words are, on some songs, more direct than ever, even though he doesn't abandon his creative use of words and imagery. Finally, the other great thing about this record is that his wife, Janet Morgan, provides such a great vocal counterpoint, and, in my opinion, deserves even more mike time in the future.

14. Pere Ubu -- Why I Hate Women (Smog Veil): While what is essentially the third act of this band's incredible career can't quite match up with the first act, I think that this is primarily due to the fact that the surprise factor is gone. The creepy industrial noises, the lurching distorted blues and garage rock are more familiar -- but certainly still different than just about everything else out there. The current group of musicians playing with David Thomas is stellar, and give him freedom to do tense mood pieces just as effectively as roaring rockers. This album stands out in the Ubu catalog, because the songs seem much more personal, and I've read that this album may have been inspired by a bad break up (which makes me think what it must be like to be David Thomas's girlfriend -- I'm just having a hard time imagining that). I don't think there is any prior Pere Ubu record that has a similar emotional pull.

15. Pernice Brothers -- Live A Little (Ashmont): I certainly had no problem with the band's shift towards an early ‘80s college rock inspired sound -- that was my era too. But Joe Pernice's best material is certainly that which is steeped in ‘60s and early-‘70s pop sounds, and this album is much more in the vein of the first two Pernice Brothers records. One review of this record hit it on the head -- with Pernice Brothers, you know you're going to get articulate, poetic lyrics and sumptuous music. Maybe they don't progress in big ways, but they do what they do so well, and have staked out such specific turf that as long as the quality of records stays so high, I'll just sit back and enjoy.

16. Cheer-Accident -- What Sequel? (Pravda): Since reviewing this record, I picked up the band's 199_ album *Why?*, which was their first foray into this arty pop territory. That's a fine platter, but this sequel is even better than the original. This album mixes a healthy amount of Beach Boys influence with more muso inspirations, like early Utopia, Frank Zappa, and Chicago. The result isn't just challenging pop music, but catchy songs that have a lot of emotional content. Drummer Thymme Jones has an appealing falsetto voice, and the guitar work on this album is consistently exceptional. This disc is still revealing new facets to me, and a year from now, I might wish that I had ranked it higher.

17. Steve Wynn & The Miracle 3 -- ...tick...tick...tick (Down There): Wynn's recent solo material has been outstanding. He's past the point of needing to prove anything. He knows that he's a rocker who works in the traditions of The Velvet Underground, Bob Dylan, and roots rock, and he takes pride in his craft. Moreover, this is a record where you can just tell how much fun everyone had making it -- the band steamrolls through many of these songs, especially the powerhouse drummer, Linda Pitmon. The material comes off almost like a tour through the different phases of Wynn's career, from The Dream Syndicate forward. And Wynn shows that he has yet to run out of interesting stories to tell.

18. Doleful Lions -- Song Cyclops, Volume 2 (Parasol): This album has been in the can for a while, but sat while Jonathan Scott explored more epic sounds. Those sounded great, but this album is a reminder that at heart, Scott is superb pop songwriter. While his lyrics deal with mythology and whatever other strange notions are on his mind on the time, every song is infused with empathy and humanity, thanks to Scott's amazing childlike warble, which I find to be one of the most compelling voices in rock music today. In the midst of Scott's twee pop fest, he throws in a heaping help of cover tunes, finding a way to make everyone from The Beach Boys to The Misfits succumb to sweetly evil intentions.

19. Belle And Sebastian -- The Life Pursuit (Matador): This is a notch below Dear Catastrophe Waitress, but it carries on the incorporation of a variety of ‘70s pop influences into the band's folk-pop sound. On this effort, a lot of the songs are swaddled in creamy R & B influences. The gentle percolating rhythms go perfectly with the warm observational pop of Stuart Murdoch and his mates. The band also takes a couple more cracks at glam rock grooves, and T. Rexery never has been so witty. As an added bonus, this album probably has the best batch of non-Murdoch songs on a B & S record, which only bodes well for more fine releases down the line.

20. The Hold Steady -- Boys And Girls In America (Vagrant): I'm in the vast minority of people who found this album to be a step down from Separation Sunday. Given that, I'm still very pleased by how this album shows further musical and lyrical development. While the best songs are still in the Bruce Springsteen-mode (with some Thin Lizzy dual lead guitar action thrown in for more raise-your-cigarette-lighter-in-the-air moments), Craig Finn shows that his sardonic sing-speak vocals can come across pretty well on standard rock ballad material. Moreover, although I miss the character driven concept that fueled the last album, I do like how Finn is able to address more general concerns without losing his lacerating observational power and killer wit. If not for a couple lesser B-side quality songs at the end, this album would have been a second consecutive classic.

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