Additional personnel: Bob Egan (National steel guitar, pedal steel guitar); Greg Leisz (pedal steel guitar); Jesse Greene (violin); Dan Higgins (tenor & baritone saxophones); Larry Williams (tenor saxophone); Jerry Hey, Gary Grant (trumpet).

Engineers include: Chris Sheppard, Martin Stebbing, Jim Rondinelli.

Recorded at Chicago Recording Co. and Warzone Recorders, Chicago, Illinois; The Studio, Springfield, Missouri; Moonshine Studios, Atlanta, Georgia.

Personnel: Jay Bennett (vocals, guitar, lap steel guitar, harmonica, accordion, piano, organ, drums); Ken Coomer (vocals, guitar, drums, percussion); Jeff Tweedy (vocals, guitar); Max Johnston (vocals, dobro, banjo, mandolin, fiddle); John Stirratt (vocals, violin, piano); Greg Leisz (guitar); Bob Egan (steel guitar); Jesse Green (violin); Dan Higgins (tenor saxophone, baritone saxophone); Larry Williams (tenor saxophone); Gary Grant, Jerry Hey (trumpet).

Audio Mixers: Chris Sheppard; Jim Rondinelli; Jim Scott; Skip Saylor.

Recording information: Chicago Recording Co., Chicago, IL; Moonshine Studios, Atlanta, GA; ocean way; The Studio, Springfield, MO; Warzone Recorders, Chicago, IL.

Photographer: Brad Miller.

While Wilco's debut, A.M., spread its wings in an expectedly country-rock fashion, their sophomore effort, Being There, is the group's great leap forward, a masterful, wildly eclectic collection shot through with ambitions and ideas. Although a few songs remain rooted in their signature sound, here Jeff Tweedy and band are as fascinated by their music's possibilities as its origins, and they push the songs which make up this sprawling two-disc set down consistently surprising paths and byways. For starters, the opening "Misunderstood" is majestic psychedelia, built on studio trickery and string flourishes, while "I Got You (At the End of the Century)" is virtual power pop, right down to the handclaps. The lovely "Someone Else's Song" borrows heavily from the Beatles' "Norwegian Wood," while the R&B-influenced boogie of "Monday" wouldn't sound at all out of place on Exile on Main Street; and on and on. The remarkable thing is how fresh all of these seeming clichés sound when reimagined with so much love and conviction; even the most traditional songs take unexpected twists and turns, never once sinking into mere imitation. "Music is my savior/I was named by rock & roll/I was maimed by rock & roll/I was tamed by rock & roll/I got my name from rock & roll," Tweedy sings on "Sunken Treasure," the opener of the second disc, and throughout the course of these 19 songs he explores rock as though he were tracing his family genealogy, fervently seeking to discover not only where he came from but also where he's going. With Being There, he finds what he's been looking for. ~ Jason Ankeny

Wilco's second album is a sprawling collection of songs--19 of them on 2 CDs--about the rock and roll life and the price you pay to live it. A second album may seem a bit early to be getting into this sort of thing, but Wilco knows the life well; singer-songwriter Jeff Tweedy and most of his bandmates had been on the road for years before with their underground country band Uncle Tupelo. Wilco rocks harder than Uncle Tupelo, and Tweedy's songs, which continue a theme previously explored by road warriors from Grand Funk Railroad to Paul Westerberg, offer a variety of characters and scenarios from that road.

From the struggling Floridian rocker who can't figure out why no one will come to hear his band (the Stones-inspired "Monday") to the lonely fan who lives through his idol's exploits (the gorgeous "The Lonely 1"), to that first taste of star treatment ("Hotel Arizona"), Tweedy captures these stories with grace and elegance. Despite all this introspection, Wilco hasn't forgotten how to rock. "Monday" truly burns, and "I Got You (At The End Of The Century)" has the guitar-driven, big rock sound of Wilco's debut. There's also plenty of the country-rock that put Uncle Tupelo on the map. The smooth lilt of "Far, Far Away" and "Someday Soon" offer quite a contrast to the thrashing, distortion-laden songs that precede them.