This will seem like a newly unveiled original Smoking Popes album to most of us, but play it for your parents or even grandparents and you may be surprised to find that they recognize the songs. Except for one track, this is all covers, but not what you'd expect. Burt Bacharach, Rodgers and Hart and The Byrds are some of the artists on this album; maybe you've heard of them, but I bet most of you are like me and can't name a single song they've done. Some are country singers like Willie Nelson, and Judy Garland you may have heard of for her rendition of "Somewhere Over the Rainbow," but have probably not heard the track of hers on this disc. None of these artists sound anything like the Smoking Popes, and that's the fun of it.

This album was recorded in 1998, soon before the end of their stay with Capitol, and their run as a band. As the Popes run through their influences for us, we get their take on each song, very much in the "Destination Failure" Popes style. Fans of the band will not be disappointed with this, even if they know few or none of the originals. The disc starts off strong with "Seven Lonely Days" by Patsy Cline, with its on-and-off again music backing the vocals in the choruses, and energetic verses. It shows right away that these musicians influenced this band strongly in the lyric department, for almost all the songs deal with love and loss in a straightforward way that manages to hit the right buttons with listeners, as the Popes did with their own songs.

But they do not feel the need to take every track fast just to show their punk side; "Bewitched" by Rodgers and Hart is a great ballad and still very Popes, as well as is "Stormy Weather" by Harold Arlen. "Zing Went the Strings of my Heart" by Judy Garland is another standout, with a great melody over palm-muted guitars, well placed skips in the music in the choruses, and a sweet guitar solo in the middle. The only track that gets to me is the last one: "Why Me" by Kris Kristofferson, a hymn sounding tune done with acoustic guitar. It is fine that Josh found God and wants to sing about him, but this overly religious track just reminds me of why the band came to an end in the first place. The one original of the Popes on the album is the title track, and as it displays their sound at it's best it still fits right in with the oldies with lyrics like "the piper must be paid."

Josh Caterer's voice goes great with all of these songs, and the Pope's musical style works superbly, staying true to their punk-ish power pop style while showing you that these truly are songs of meaning to them, not just random oldies they picked out. Every Popes fan should own this, the final chapter from one of Chicago's greatest rock bands.