Phil Lee's second effort finds the former truck driver in a decidedly more contemplative mood, as he backs of the hard-core twang and pours on a soul groove instead. Backed on several songs by assorted members and ex-members of Wilco, Lee stirs up a Memphis groove on "Just Some Girl" and "Babylon." That's not to say he has banished his inner bad boy. "Carl's Got Louise" finds the band in harmonica-blues mode, for example And "Jemima James" is a randy offering in the vein of Robert Johnson. Aside from the Wilco crew, other members include Richard Bennett - who also produced - and Allison Moorer (stunning as always on "It's Crying") and Gillian Welch and David Rawlings. Lee can whoop and wail with the best of them, but he seems to be adding a more mature perspective to the mix.