Ben Folds Five: Ben Folds (vocals, piano); Darren Jessee, Robert Sledge.

Additional personnel: John Mark Painter (conductor, flugelhorn, valve trombone); Antoine Silverman, Mark Feldman, Lorenza Ponce (violin); Jane Scarpantoni (cello); Ken Mosher (alto & baritone saxophones); Tom Maxwell, Paul Shapiro (tenor saxophone); Frank London (trumpet).

Recorded at Sound City Studios and Grandmaster Studios, Los Angeles, California; Water Music, Hoboken, New Jersey; RPM Studios, New York, New York between November 1998 and January 1999.

Ben Folds Five: Ben Folds (vocals, piano); Robert Sledge (bass, background vocals); Darren Jessee (drums, background vocals).

Additional personnel: Antoine Silverman, Mark Feldman, Lorenza Ponce (violin); Jane Scarpantoni (cello); Ken Mosher (alto & baritone saxophones); Tom Maxwell, Paul Shapiro (tenor saxophone); Frank London (trumpet); John Mark Painter (flugelhorn, valve trombone).

Recorded at Sound City Studios and Grandmaster Studios, Los Angeles, California; Water Music, Hoboken, New Jersey; RPM Studios, New York, New York.

Recording information: Grandmaster Studios, Los Angeles, CA (11/1998-01/1999); RPM Studios, New York, NY (11/1998-01/1999); Sound City Studios, Los Angeles, CA (11/1998-01/1999); Water Music, Hoboken, NJ (11/1998-01/1999).

When Ben Folds and his oddly-named trio crashed the guitar-heavy grunge party dominating the early part of the '90s, he did so by melding unerring pop sensibilities with acerbic lyrics. REINHOLD MEISSNER finds Folds using more orchestrations on a record full of pop confections that was unknowingly named for the first man to climb Mt. Everest without an oxygen tank. "Don't Change Your Plans" includes a flugelhorn section reminiscent of any classic Bacharach/David composition, whereas the slightly more uptempo "Mess" carries a breeziness that has Elton John's influence all over it. Folds avoids filling REINHOLD solely with such nakedly emotive numbers like "Magic" and "Hospital Song" by fiercely rocking the '88s.

The semi-autobiographical "Army" bubbles over with Robert Sledge's unmistakable fuzz bass and help from the Squirrel Nut Zipper's horn section. Folds throws in a semi-rap and electronic sound effects to poke fun at his southern upbringing in "Your Redneck Past" and uses an answering machine message left by his dad as the vocal track for the coffee-house jazz of "Your Most Valuable Possession." Folds wraps everything up with the mid-tempoed "Lullabye," a song whose combination of orchestral arrangements and soulful piano playing bring to mind Ray Charles.