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The title "Smilers" gets its name from a phrase Mann has long used to humorously lampoon the unrelentingly happy, shiny, smiley-faced pop culture that surrounds us all today. "I read an article that said that across all cultures, the single thing that people respond to most is a smiling cartoon face," says Mann. "A friend of mine and I used to laugh at how there's always somebody in an office or on the street who smiles all the time and is the first one to say, 'hey, smile!'  I get that all the time from people who say 'why can't you be more smiley? So we jokingly nicknamed them @#%&! Smilers. You can provide your own curse word there.

I think everybody knows someone like that." The record goes behind the smiles to get at something a little deeper and a little more revealing. Smilers reaffirms Mann's place as one of pop music's most distinctive songwriters, with an exceptional talent for beautiful melodies and insightful lyrics that go beyond platitudes.

Smilers took shape during the last two years as Mann was releasing her concept album, The Forgotten Arm (2005) and then her seasonal CD Another Drifter in the Snow (2006). "After doing a concept album I wanted to go back and just do a set of songs that were not linked quite so tightly," she says. "I didn't have a specific vision I was after so I kept writing and after a while the album began to take on its own sound." She approached the making of the record almost like a novelist or journalist approaches a story, finding characters, learning what makes them tick, and writing and rewriting until something clear begins to emerge. Many of the songs underwent further evolution in rehearsals in 2007 as she and producer Paul Bryan settled on a sound that they liked. Where previous Mann albums have frequently tended toward a lonesome, spacious sound, Smilers sounds fuller and larger, with uncommon touches. “We tried not to echo any previous albums…for this one we wanted to use a different palate, thus replacing electric guitars with distorted Wurlitzers, Clavinets, and analog synthesizers. We wanted the rhythm section to sound full and organic with detailed, interwoven keyboards on top. We also knew we wanted to have real string sections and horn arrangements for select songs.” The rich arrangements provide a wonderfully captivating counterpoint to the haunting, plainspoken poetry of Mann's lyrics. For Smilers, she and Bryan preferred to refine their ideas in rehearsals and then keep the studio work brief to unleash a certain spontaneity, keeping takes of each song to one or two apiece. "It keeps the music fresh. It makes it much more of a real musical experience," says Mann. "It makes it a little closer to something live and real."

Smilers also reflects a unique creative phase in Mann's career. After the runaway success of The Magnolia Soundtrack, which received nominations for an Oscar, a Golden Globe and a Grammy, Mann's music and career took a new direction. "Magnolia got me focused on the idea of music and movies in a different way," she explains. "I started looking at songwriting from a different angle. Forgotten Arm I wrote as a sort of soundtrack to an imaginary movie. It’s a great way of looking at songwriting. It gets me out of my own head and into the head of another character.  I don't have to write about myself all the time." That feeling was liberating, and endows much of Manns' new work with a vivid, almost visual story telling sense that makes her music jump off the CD.

Smilers opens with "Freeway," an almost Cars-esque synth-pop song that was inspired by a drug-addicted friend who had came to LA in hopes of getting clean and making a break with the past. The track "Stranger into Starman” was spurred by an afternoon crossword puzzle and the memory of an Anne Sexton poem that made an anagram out of the word "rats", morphing it into  "stars." As Mann describes it, "it’s about glorifying people who don't deserve the glory. " The song "Looking for Nothing," as Mann explains, was inspired by a couple of ex-boxers at her gym. The song is about "that moment in life where you get older and stop chasing after that thing you always thought would make you happy. It’s when you let go of the trapeze bar and nobody's caught you yet and you don't know if you're going to hit the ground."

"Phoenix" delves into love's impotence in the face of the world, and the aftermath of a relationship gone sour: "Its hard to know when to cut and run," the character sings; "You balance heartache with your fun."  The song "Borrowing Time" plays out like a vaguely menacing Snow White-style fairy tale; "The needle has pricked her little finger She wants the beautiful child the blood will bring her," but it has echoes of a cautionary tale that could apply to a modern innocent's path in Hollywood. "31 Today" says Mann, is slightly autobiographical, recalling the feeling of insecurity she had as a young artist living in Boston. “The song captures the anxiety of getting older and feeling that you really should have it together more than you do.” As her character sings: "Drinking Guinness in the afternoon/taking shelter in the black cocoon/I thought my life would be different somehow/I thought my life would be better by now." "The Great Beyond" looks at the outdoors and the wilderness not as an adventure but as a dark refuge from society. The track "Columbus Avenue," a reference to the San Francisco street, plumbs the tale of the sad ambition of an addict, asking "What is Columbus Avenue to you now?/A place where you failed to make your story  go over?/A place where you bailed and let the bottom drag you under?" And "Little Tornado" and Ballantines" (named after the classic American beer) are portraits of troubled personalities and the chaos and healing they can provoke. "Medicine Wheel" is based on a poem written by Mann's sister, the painter and artist Gretchen Seichrist.

Another song on Smilers, "True Believer," was written with Grant Lee Phillips, a Cafe Largo pal and maverick singer songwriter who toured with Mann for Another Drifter in the Snow. Says Mann, "I had some music and a sketch idea for a chorus for this song and Grant came in with this wonderful idea of how to turn the song into a ghost story."

Longtime Mann fans will find that Smilers has plenty of the tunefulness they have come to expect from her albums. New fans will be struck by the power of her spare language. "Smilers" is a welcome return of unparalleled songcraft. Smilers (Aimee Mann & Gail Marowitz, art directors) has received a Grammy Nomination for "Best Boxed Or Special Limited Edition Package The Grammy Awards are on February 8th 2009.

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