This salute to Chicago's legendary Smoking Popes isn't half bad for a tribute album. However, there are some weird things about it. Duvall (the new religious version of the Smoking Popes) contributes a track, which is like them covering themselves, which I guess wouldn't really be a cover after all. Mike Felumlee does a track as well, and he was the Popes' drummer. And when I really analyze this, 9 of the 15 songs are by bands that were involved someway with Double Zero Records, meaning they are on the label or at least released something with them. Getting past those quirks of the album, let's examine the tracks.

1. Bad Astronaut – Megan: This original rules and this band rules, making for a great starting track. Joey Cape does a great job with the vocals, and Bad Astronaut's signature piano quite nicely replaces the opening guitar and continues throughout the track. The choruses are rockin' with some great drumming, and the cool little effects thrown in top off what I consider the best track on the album.

2. Retro Morning – Need You Around: Just a sped up version of the song with some vocal effects and a pretty sweet synth solo replacing the guitar solo of the original. Decent cover, nothing too out there, but it sounds good.

3. Death on Wednesday – Let Them Die: Another cover not far off from the original. They did add some vocal harmonies to the chorus, which work nicely, and the singer almost has that soft Kermit-esque (I say it lovingly) aspect to his voice that Josh does.

4. Blue Shade Witness – Mrs. You and Me: This track is a bit weak. They make this song, which is already a ballad of sorts, sound way to clean and alternative, like something the Goo Goo Dolls would play.

5. Notaword – Off My Mind: Adding some hardcore-ish breakdowns and their own little flair, these guys pull off a decent cover of this one.

6. Duvall – Do Something: I just can't get over this. Ok, I like Duvall, but they just don't change this song much, not any more than a band might change their songs slightly for a live show. There are a couple little things in the music, and he say some different things at the end ("You make me wanna _____"), plus he adds some God lyrics in the last verse. Not a bad track, but that's because this is the Popes.

7. Tom Daily – Waiting Around: A bit slower than the original and with a different take on the intro. Some extras like and background keyboard and horns for texture make this one of the better tracks on the album.

8. Grade – Days Just Wave Goodbye: I was never big into Grade, but I dig this track. The screaming somehow works, especially on the "Gone"s, and the added metal guitar licks and octave chords work well. Also, the drum beat in the chorus, with its super-quick 16th notes between the ride and high hat, just plain rules.

9. Saturday Supercade – I Love You Paul: Almost ska in the intro (and I mean weak ska, I'm not against good ska), this cover just doesn't do this song justice. And the chorus is straight from the original, nothing new or exciting.

10. The Red Hot Valentines – Rubella: Just what I'd expect from these guys. Moog joins the guitar on the intro melody, and some added vocal harmonies make this one of my favs. Nevertheless, if you don't like RHV, you won't like this track.

11. Junction 18 – End of Your Time: They took out all the cool intricacies of the original, like the rhythmic guitar riff and the shaker, and played this straight up pop punk. Coupled with the fact that they didn't even try to do it any faster or harder than the original makes this a crummy cover.

12. Mike Felumlee – Don't be Afraid: This one's a little easier to take than the Duvall track, because it doesn't sound exactly like the Popes. However, Felumlee has made this song pretty damn square, with Strokes style drumming (I don't think it's him drumming, but I don't know who…hell, this could be a drum machine). Not a bad track though, but I'm probably saying this just because I like this song so much.

13. The Ataris – Pretty Pathetic: In my opinion, the original of this is one of the greatest breakup songs ever, and this cover does not do it justice. This isn't even the Ataris really, this is Kris Roe singing over a (most certainly hired) pianist and cellist (maybe two?). That's it, no guitar, bass or drums. In theory, this isn't a bad thing. If Ben Folds had covered this song, I'm sure it would rule. The pianist they use, while obviously skilled, just doesn't play with the power necessary for this tune. This song also lacks something without the drums driving it, and Kris' voice does not sound good this exposed.

14. (secret track) Tom Daily – First Time: Where the Ataris failed, Daily succeeds with his stripped-down version of this great tune. Acoustic guitar, played almost classically at times and strummed chords at others, uses silence well in the first and last verse, taking frequent pauses. Later, a simple keyboard part, almost accordian sounding, comes in and adds to the texture. Daily's heartfelt singing really works well with this, another great Popes breakup song.

15. (secret track) Chad Ashley from Notaword – I Gotta Know Right Now: Another acoustic cover, but this one lacks isn't too interesting. Plus, Ashley opts not to sing the high note/scream on "I gotta know RIGHT now" from the original, which bugs me since that's a key element in the vocal melody.

Sure, it's not half bad, but it's not spectacular. Not many big name bands on here, and I had not even heard of a bunch of them before this. Most of the rest I had heard of most likely merely because I'm from the Chicago area, where most of these bands reside. Perhaps Double Zero just didn't look hard enough for entries on this compilation. I'd like to think that with how great the Smoking Popes were, they would have influenced more bands outside of Chicago and more of their bigger name peers, and that Double Zero simply didn't find them.

There are mostly mediocre covers here, with a few standouts like Bad Astronaut, Tom Daily and Grade. If you haven't heard much of the Popes, you should get almost anything else, such as "Born to Quit," "1991-1998" or "Destination Failure." If you are a huge Popes fan, you may want to consider getting this, it makes for a good listen now and again.