10. Liz Phair : Exile In Guyville (1993)

Woah! Is that a nipple on the cover ?? Smart, biting, brutal and clever. She avoids verse-chorus-verse for most all of the songs, yet they don't feel academic or studied. She sounds so sure of what she has to say that she doesn't need to rely on the traditional framework to structure and focus her thoughts - just wail on that top string until she's said what she has to say, the lyrics hold it all together.

9. Beatles : Abbey Road (1969)

It's got George Harrison's finest song, Something, Lennon's classic Come Together, McCartney's awesome Oh! Darling . Even Ringo's songwriting contribution, Octopus's Garden, is a classic. There are a lot of great singles here, but there are also a lot of odd bits thrown between them - and even though those bits don't always work so well on their own (Mean Mr Mustard, Sun King), in context, they all work to form a fantastic whole.

8. Pink Floyd : Dark Side Of The Moon (1973)

It's such a cliche, I know. And it'd be nice if we could get classic rock DJs playlist programmers to agree to not play it for a year. But when the mood is right, and I can listen to it with a clear head, this is still an awe-inspiring piece of work. And, even though the album works so well as a whole, songs like Money and Us And Them are truly great all by themselves - and that's a pretty big feat all by itself.

7. Miles Davis : Kind Of Blue (1959)

Technically these guys are way out there, but you can listen to it and enjoy it as dinner music without a second's worth of analysis. Or, you can close your eyes and pay full attention; you could probably close your eyes and listen to it at dinner, too - it works any way you want to approach it. I have a bunch of records from Bill Evans and John Coltrane (separately), but I've never enjoyed either of them as much as I do here - they're each focused and restrained instead of indulgent. It's the oldest record on this list, but it's timeless. It's considered by some to be the pinnacle of jazz; I have no reason to argue. My sentences don't talk to their neighbors.

6. Neutral Milk Hotel : In The Aeroplane Over The Sea (1998)

Anachronistic, twisted folk songs - sortof. Some of the songs are just acoustic guitar and vocals, but the rest is full of creaky horns, organs, accordions, singing saw, zanzithophone, and fuzzed guitars and give the whole thing a rollicking, drunken, 19th century carnival band feel; Jeff Mangum's lyrics are wildly imaginative, dark, sometimes disturbing, and nearly impenetrable at times. Yet even when I can't follow exactly what he's singing about, his words are packed with such vivid images and poingant little sketches that I can enjoy them as a slideshow set to music. I can work out stories to fit most of the songs if I'm willing to use a little imagination to patch up the huge leaps in time and place he makes here and there. And there are certain themes and images (childhood, ghosts, war, sex, rings, being naked in the dark) that recur throughout the songs, tying them all together, somehow, even if their precise meanings escape me. That sounds like what someone would say about Bob Dylan, I guess; and I wouldn't be the first person to compare the two, if I did. And like Dylan, the vocals are just unusual enough to turn some people off. But this isn't a Dylan rip-off, this is something great all it's own. And it's such a unique and unusual album (though their previous album is a definite warm-up for this), and so intense and imaginative, that I don't feel shy about calling it genius. I think The Decembrists might agree.

5. Sonic Youth : Daydream Nation (1988)

It was my first Sonic Youth record. I remember the store where I bought it, but not the city. The plastic of the CD jewel case has a particular smell that I haven't found anywhere else. Because it's clear plastic, the little fingers on the tray that hold the CD in place are all missing. It has paintings of candles on the front and inside sleeves. I remember the first time I played it, my roommate and I weren't sure what to make of it - we'd never heard anything like it. It certainly rocked, at times, but the guitars made strange, grinding, buzzing, chiming sounds, and we couldn't tell what the lyrics were about - something grimy and urban maybe. We were pretty sure they weren't the important part. Some songs were abrasive and furious, other parts were strangely beautiful - and delicate instrumental breaks where guitars soared and swarmed were everywhere. It starts with the gigantic epic about Dinosaur Jr., Teenage Riot, with that beautiful opening part and then that fantastic guitar line that they play over and over and over. It ends with Eliminator Jr., which takes a riff from some Bizzaro World ZZ Top and turns it into a furious hand-banging punk stomper. The record is long, deep, and wide. Fantastic songs are everywhere. Even Kim's songs are good. It's everything that makes Sonic Youth worth listening to. They'd never get close to this again.

4. My Bloody Valentine : Loveless (1991)

A beautiful swirling whorl of guitars, drum loops and indecipherable vocals. I can still close my eyes, listen to this thing beginning to end, and end up amazed. It's a carefully constructed simulation of chaos. I first thought it sounded like Guitar Effects Gone Wild, but eventually noticed that the layers of sounds work too well together to be random: the noise is actually sculpted, posed, and arranged. It's not sloppy. It's impressionistic, abstract.

3. The Pretenders : The Pretenders (1980)

My mother had this record, and MTV played the hell out of the videos for Tattooed Love Boys and Brass In Pocket, so this was old news by the time I finally got around to buying a copy of my own, just a few years ago. But, somehow, in the 20+ years since I last heard it, it's only grown better. It tears the place up; it gets all sexy; it jumps around and sings nonsense; it makes rocking-out in 15/16 sound natural; it throws endless hooks at you and makes you wonder why it isn't near the top of everybody's list. Even the fact that Brass In Pocket is worn smooth isn't a problem - since it sits way out there at the end of the record; you get to enjoy 9 other songs before deciding to skip to the equally-great, but overshadowed, Mystery Achievement - or not.

2. Pavement : Slanted and Enchanted (1992)

On the other hand, this is sloppy, yet intricate, too. It's clever and absurd, half-assed but brilliant, strangely-structured, with hooks everywhere. Most of the lyrics are completely opaque, but at the same time clever: a giant collage of beautifully rendered but only distantly-related images. I know all the words, but still can't remember half the song titles.

And finally, topping the list this time 'round...

1. Talking Heads : Remain In Light (1980)

The first five songs are funky, multilayered and dense - even after 26 years of listening, I can still find new instruments sneaking around here and there in the mix. They're propulsive - even though I'm a committed non-dancer, I can't help but get all stirred-up by them - my foot, she taps! And while the last three songs maintain the density, they turn the tempo down down down, until the last song is finally just a slow drone: "a gentle collapsing / a removal of the inside". All throughout, Adrian Belew's guest guitar shrieks and groans; Byrne's lyrics are paranoid and confused; and up until the last couple of songs, the rhythm section works double-time to make sure no beat goes un-accented. It's one of those records that I love to hear end-to-end in headphones, and it just seems to get better every year.

20. Pixies : Surfer Rosa / Come On Pilgrim (1987/88)

Two at once? Yeah, they always felt like they should be combined into one record, to me. My second year of college, a new kid moved into the dorm room across the hall from mine. He would play these two Friday nights, while my friends wanted to hear Meat Loaf and the Violent Femmes. He was cooler than we were. I had a copy of the Pixies' "Doolittle", so I knew the Pixies. But this stuff was more direct and raw. I just love Joey Santiago's biting, angular guitar playing, and Kim Deal's voice. I love the kick-the-reverb break in Vamos (both versions). And I thought Where Is My Mind? was an inspired choice to use for the closing credits of "Fight Club".

19. Joni Mitchell : Blue (1971)

I first heard this just four or five years ago. Up until then, I know knew Joni Mitchell from Big Yellow Taxi (a.k.a. "They Paved Paradise") and Help Me. But I bought it anyway, not knowing what to expect. Wow. It's intense and personal, sad, gleeful, funny, pensive. The songs are almost uniformly fantastic. Her voice is amazing, the lyrics are brilliant. It's a shame I haven't found anything else by her that comes close; "Court And Spark" sounds soooo 1974.

18. Sea And Cake : Nassau (1994)

1994: grunge was over; metal had ceased to please; old standbys REM, The Cure, and Sonic Youth were well into their declines. Joe played this for me and all was better. I think the official label for this is "post-rock": a sleek modern sound, influenced by jazz and electronica - though there isn't much, if any, electronica on this record (that came later). After a long stretch of music where noise, feedback, and sloppiness were the rule, I was struck by the clean, restrained, sophisticated vibe these guys were putting out. It wasn't pretentious or studied - just, I dunno, deliberate. I decided if I could be in any band, it would be the Sea And Cake.

17. Spoon : Girls Can Tell (2001)

Pitchfork Media once described Spoon's songs as sounding "half-finished"; and there's a lot of truth in that. A lot of their songs are arranged in ways that leave huge open spaces in the sound - places where many bands would put another guitar, or some strings, or horns or something to add another layer to the sound - but not Spoon. Spoon puts out songs that are uncluttered to the point of sparse, and the magic happens when that less-is-more aesthetic hooks up with a song like Anything You Want, The Fitted Shirt, or Everything Hits At Once; you get a perfect little rock song built with the absolute minimum amount of materials. All the moving parts are visible and you're left to marvel at how well they work together. It doesn't work all the time, but on this album, the misses are far outnumbered by the hits. I simply can not drive to the beach without hearing this album. It will always remind me of NC 70E between Goldsboro and Beaufort.

16. REM : Reckoning (1984)

Great songs all the way through. I don't remember when I first heard this (some time after 1986, definitely), but I know it's always sounded warm, worn-in, and comfortable, like an old coat. Timeless. Like Pavement's Malkmus sings, Time After Time is my least favorite song on the record, though it's still not bad.

15. Pavement : Crooked Rain Crooked Rain (1994)

While it's their most accessible record, it's still miles from the mainstream. It's as catchy and hooky as anything can be, while still strange enough to avoid widepsread popularity. In other words, it's perfect. The melodies are fantastic and the way they can make a song out of what sometimes sounds like three people playing three different songs is always amazing to me. Malkmus' lyrics are brilliantly absurd - most of the time you can tell what he's singing about in only a general sense - much like REM's Michael Stipe. But still, the last verse in Gold Soundz inexplicably chokes me up every time I hear it.

14. Big Star : #1 Record (1972)

Except for the India Song (which I've completely deleted from iTunes, it offends me so), this is a 100% solid 70's power-pop classic: sparkling, chiming guitars and fantastic melodies in the service of strong songs. It probably doesn't hurt my opinion of it that I discovered this at the same time I was playing in a band that conicidentally was trying to do the same kind of stuff.

13. Fleetwood Mac : Rumors (1977)

So many great songs. Lindsay Buckingham's inventive guitar playing is always a joy; all the vocalists are great. How many bands can boast three great lead singers? (The Beatles and ...?) How can anyone not like this?

12. Led Zeppelin : II (1969)

It's the most straightforward rocker of all their records. It just rocks. There aren't any mandolin or banjo songs, just a handful of ripped-off, ripped-up blues songs and Zeppelin classics like Whole Lotta Love and Ramble On. I mean, come on, seriously, who among us can deny the joys of Heartbreaker / Living Loving Maid: "With a purple umbrella and a fifty cent hat" ? While the drum solo part of Moby Dick, annoys me, rest of the record is so fucking great I can excuse it. I remember hearing this in my friend's huge old Delta 88, while we were on our way to the country side, to go hunting; the car had a blown speaker in the dash, so in the break in What Is And What Should Never Be, when Page's guitar is ping-ponging back and forth between the left and right channels, we could only hear every other one. We had to add the missing bits vocally - very Wayne's World. Later that day, after wandering around in the woods for a few hours, we came up to a stand of picnic tables. A Sheriff and a park ranger were waiting there, ready to arrest us - we'd wandered into a State park. No hunting allowed in the picnic area.

11. Pink Floyd : Wish You Were Here (1975)

I went a long time before buying a copy of this. Why bother? I could hear 90% of it by just turning on any Classic Rock station for a day. But, it's one thing to hear the songs out of context, and another to hear them in situ (Latin adds a touch of authority, no?)

30. Nirvana : Nevermind (1991)

Yeah, it blew the lid off the "alternative" box, back in 1991, and all kinds of great stuff swarmed onto the popular music scene after this record (The Flaming Lips on 90210!). But, ten years passed, and now the interesting stuff is all back underground again. These days is seems like Nirvana's only lasting effect on popular music was to open the door for bands that sound exactly like Nirvana and Alice In Chains. Maybe it's simply that the Vaselines, the Meat Puppets and Mudhoney really were too unusual to make it big, and those of us who thought that Nirvana' success represented any kind of sweeping revolution in popular music were just kidding ourselves. Still, a great record.

29. Led Zeppelin : Houses Of The Holy (1973)

When I discovered this (in my stepfather's record collection), I thought I'd stumbled onto some rare and secret treasure. At the time (10th grade, 1986), none of my friends liked Zeppelin except for IV (the Stairway album). But this was better, or at least fresh to my ears. I'd heard a bunch of these songs on the radio, of course, but they weren't as ubiquitous as Stairway and stuff from Led Zep. II - and the stuff on here that I hadn't heard before was awesome. I still prefer it over IV.

28. Gillian Welch : Hell Among The Yearlings (1998)

I love heavy, minor-key, old-time country songs; and this album is full of them: Caleb Meyer, One Morning, Rock Of Ages, The Devil Had Ahold Of Me, etc.. There's a lot of darkness, fire, and brimstone on this record. And it's delivered with such intensity that it sends chills up my spine every time I hear it.

27. The Cure : Disintegration. (1989)

After the great but sprawling "Kiss Me...", this album feels monolithic - as if carved from one giant boulder - a big sad boulder. It's cohesive, focused, dark (of course), and grand, epic. It came out the same time I was breaking up with my high school girlfriend, so all those bittersweet love songs grabbed me more than they would have otherwise. But even without that, it's a fantastic way to mark the end of the good part of The Cure's output.

26. Fleetwood Mac : Fleetwood Mac (1975)

Rumours beats this for best Fleetwood Mac album by a mere nose, but this puts up a good fight. Even Rumours needs to pull out all the stops to best a record with these classics: Monday Morning, Blue Letter, Rhiannon, Over My Head, Say You Love Me, and Landslide.

25. Cowboy Junkies : The Trinity Sessions (1988)

I'm always a sucker for stripped-down melancholy. This is the perfect Cowboy Junkies record. It has all those classics reworked into that unmistakable Junkies style (Blue Moon, Walkin After Midnight, Dreaming My Dreams With You); it has their version of Sweet Jane, and all those great originals. Recorded on a single microphone, in a church, everything is slowed-down and stripped, and Margot Timmins sounds like she's standing in front of you, singing with that hypnotic, sometimes whispering, always cool, voice of her's. A gorgeous piece of work.

24. Elliott Smith : XO (1998)

This is the album where his songs finally got the full studio treatment they needed. Unlike a lot of artists on this list (and in this section in particular), I prefer Smith's songs when they are fully fleshed-out. Along with a bunch of other really great tunes, it has one of my favorite songs of all time, Waltz #2. It's the perfect Elliot Smith song: insanely catchy, intelligent, introspective, bittersweet, biting. I think I hummed it for two weeks solid.

23. Big Star : Radio City (1974)

It's a bit more eccentric than their first record, probably because of the loss of Chris Bell, who contributed the bulk of the Byrds/Beatles sound (for proof, compare Bell's solo album, "I Am The Cosmos" to anything Alex Chilton ever put out). There are a lot of fantastic songs on this one, but without Bell's shiny optimism, they get darker, more introspective and a bit less conventional - the change becomes even more obvious when you hear their next record, Third/Sister Lovers.

22. The Cure : Kiss Me Kiss Me Kiss Me (1987)

The record that got me out of my high-school metal-head rut and turned me on to the fact that: a) all the stuff metal claimed to own could be done better by people who weren't singing about demons and concerned about playing their guitar faster and b) dance music didn't have to suck and c) love songs weren't necessarily crap. It truly changed my life.

21. Nick Drake : Pink Moon (1972)

It took that Pink Moon VW commercial for me to notice Nick Drake. And once I did, I was astounded that I could have missed him, and this album in particular, for so long. It's just him and his guitar. Some of the songs are light and shimmering, some are dark and bleak - all very introspective. His guitar playing was fantastic - intricately fingerpicked in all kinds of strange tunings: Pink Moon CGCFCE, Free Ride AADEBE, From The Morning BEBEBE, etc). His vocals are hushed, as if he's singing to himself. His previous two albums were slathered in strings and horns and backing vocals, which makes them feel garish, by comparison. It was his final album, and after finishing the recording of it (in just four hours, and the whole thing is only 28 minutes long), he swore of recording and performing forever, in a note he left with the master tapes on his way out the studio - saying he was going to become a computer programmer. And he died before he could record again.

40. Led Zeppelin : Physical Graffiti (1975)

About 1/4 of this is filler (all on the second disc), but the rest is great. There's classic Zeppelin blues rock, a few epics, lots of Jimmy Page guitar goodness, and plenty of Robert Plant doing his rock god thing, and ... Kashmir!

39. Yo La Tengo : Electr-O-Pura (1995)

My first YLT record, and their last before they started down the road to electronica and lounge music. Among other good tunes, it has my favorite YLT song, Tom Courtenay - even though I have no idea what the lyrics are about... something about Julie Christie.

38. Jimi Hendrix : Are You Experienced (1967)

Just look at that song list : Purple Haze, Manic Depression, Hey Joe, The Wind Cries Mary, Fire, Foxey Lady, etc.. And of course, guitar heroics that leave all other guitar players slack-jawed.

37. Slint : Spiderland (1991)

This came out the same year as Nirvana's "Nevermind", and like Nirvana, Slint gets a lot of use out of extreme changes in volume. And, the same guy produced this record as produced Nirvana's "In Utero", Steve Albini. But that's where the similarity ends, because while Nirvana was writing pretty much straightforward rock songs, Slint wrote complex, coldly atmospheric songs, with icy, angular guitars and vocals that were barely more than spoken stories. All the songs share a feeling of cold menace; and it's a record best heard start to finish, (alone, in the dark, if possible) to get the full benefit of its beautiful cold astringency.

36. Pink Floyd : Animals (1977)

Easily the least popular of all the albums from their golden age. Unlike the other Floyd records in this era there aren't any singles here - the parts don't separate from the whole nicely, so it's hard for radio to handle. But taken as a whole, the album is great - it's dark, moody, atmospheric and cynical as anything. I used to listen to this a lot on the Greyhound bus ride from Rochester to Albany. It's bleak, pessimistic tone seemed perfect for watching central NY silde by, on cold winter's nights.

35. The Beastie Boys : Ill Communication (1994)

My favorite rap album, by a mile. Great beats, great samples, funny, self-effacing lyrics and some fun instrumentals. Q-tip makes a nice appearance. It's a long album, but one that works for me start to finish.

34. The Beatles : Revolver (1966)

This sits just on the late side of the early/late divide. This is where they started to get into psychedelia and where songs about things besides girls were no longer oddities - where they started to get interesting, instead of just a really good pop band. One of my bands did a passable version of She Said She Said.

33. Sonic Youth : Sister (1987)

The individual songs are much more focused than songs from previous records; the traditional SY guitar freak-outs feel deliberate and not just open-ended improvisations, and there's a lot less noise for noise's sake. Many of the songs are truly catchy and, for early Sonic Youth, accessible. For a long time this was my favorite SY album since, unlike "Daydream Nation", this doesn't feel like a monolithic epic, and I don't feel bad not giving it my full attention.

32. A Tribe Called Quest : Midnight Marauders (1993)

This is the other rap album on my list. ATCQ avoids a lot of the cock-grabbing nonsense that defines the rest of rap. Well, they mostly avoid it... well, maybe not even mostly. They often avoid it? Whatever, they still get into it, but it's not all they got. They're funny, crude, clever and often brilliant. The samples are slick, the words are smart, and the attitude is smooth and laid-back. I've been looking for years for rap that compares favorably to this album, and haven't found it yet.

31. The Beatles : The Beatles (white album) (1968)

It's huge and varied and full of goodness, greatness, goofiness and godawfulness. But the good parts outweight the bad, and the great parts outweigh everything else - even Revolution #9.