Personnel: Jacquire King , Angelo Petraglia (keyboards).

Audio Mixer: Jacquire King .

Recording information: Blackbird Studio, Nashville, TN.

With their raw, organic sound, Tennessee's Kings of Leon emerged in 2003 as Southern rock for the indie-garage set, sort of a Strokes for the South. While there were hints of a new direction on their third album, BECAUSE OF THE TIMES, its follow-up, ONLY BY THE NIGHT, follows through with a near-reinvention of the Kings' sound. ONLY BY THE NIGHT could be mistaken for avant-indie cult heroes the Liars on a Southern vacation, as post-punk angularity, distorto-funk bass lines, and clattering percussion are processed through what sounds like the world's biggest fuzzbox. While there are old-glory moments of garagey abandon, most of these tracks sound like someone sat and carefully considered the best way to frame them. And that's the difference between making a good album and making a great one.

With 2007's Because of the Times, Kings of Leon ventured out of the garage and into the arena. Tracks like "Black Thumbnail" and "Camaro" were bold, anthemic rock songs that built upon the barnyard stomp of Youth & Young Manhood, and Because of the Times topped the U.K. charts upon its debut, officially crowning the Kings as rock & roll royalty in the process. Only by the Night arrives one year later, marking the band's fastest turnaround between albums; it also furthers the epic sound that Times introduced, flaunting a set of ringing guitars and radio-ready melodies that push the band away from the Allman Brothers' camp. If anything, much of this album takes up residence in U2's cathedral, particularly during the one-two-three punch of "Sex on Fire," "Use Somebody," and "Manhattan." Caleb Followill doesn't adopt Bono's political agenda, but the same sort of uplift exists throughout the record, which -- during its best moments -- rivals Aha Shake Heartbreak as the band's best work to date.

Like many big-sounding albums, Only by the Night is a polarizing piece of work, one that targets new fans at the expense of those who wish Kings of Leon had never shaved their beards or discovered post-'70s rock. To rope in the skeptics, the strongest tracks are pushed toward the album's first half. "Crawl" flexes the band's rock & roll muscle, melding Led Zeppelin-styled crunch with the experimental guitar buzz of U2's Achtung Baby, while "Sex on Fire" makes up for its goofy title with a meteoric chorus tailored to Caleb's voice. (He sounds fantastic throughout the record, even if his vocals continue to be garbled by some untraceable accent, as if he's auditioning for the Jodie Foster role in a Broadway adaptation of Nell.) Rounding out the hit-filled segment are "Use Somebody" and "Manhattan," where Matthew Followill cloaks his guitar riffs in reverb and bassist Jared Followill takes the spotlight sporadically, popping up for quick melodic fills before ducking back into the mix. While past Kings of Leon albums concerned themselves with alcohol, women, and other hedonistic themes, those two songs are nothing but pop/rock grandeur, and Caleb howls their hopeful lyrics like Bono's American-born cousin. Only by the Night focuses on textures and experimentation during the album's latter half, but most songs still deliver some sort of Technicolor melody, from "Notion" (one of the only tracks featuring piano) to the unexpected chorus of "Be Somebody." Taken as a whole, Only by the Night targets the audience that approved Kings of Leon's sonic shift in 2007, leaving older fans free to damn these tracks for their consciously grand approach. Yes, the album is indebted to U2. Yes, it briefly veers close to the same territory occupied by Meat Loaf and Journey, if only in the unchecked passion of Caleb's voice ("It's still the greatest! The greatest!"). But Only by the Night is still a potent Kings of Leon record, and the guys have never defined their ambition so clearly before. ~ Andrew Leahey