As far as the members of Lit are concerned, louder is better and more is merrier.

But what else would you expect from a band whose members grew up in the long

shadow of an arena?

"That's the reason we got together," guitarist Jeremy Popoff said recently from the

Winnebago the Anaheim, Calif., band currently calls home. "That's all we knew growing

up in the first place. It was like, 'So-and-so is coming to town in three weeks.' We didn't

go to clubs. We went to the [Great Western] Forum."

The band's love for the glitz of arena shows, and the monster sound that comes with

them, is paying off.

music/Lit/My_Own_Worst_Enemy.ram">"My Own Worst Enemy" (RealAudio

excerpt), the loud, catchy first single from Lit's major-label debut, A Place in the

Sun, ascended to #1 last week on the Billboard Modern Rock Tracks chart,

unseating Sugar Ray's "Every Morning."

The single, which sports a glimmering, King Kong-size riff, is an apology for excessive,

drunken behavior. "Can we forget about the things I said when I was drunk/ I didn't mean

to call you that I can't remember/ What was said or what you threw at me," singer A.Jay

Popoff -- Jeremy's younger brother -- emotes.

Lit -- A.Jay, 25, Jeremy, 27, and their childhood friends Kevin Baldes, 27, on bass and

Allen Shellenberger, 29, on drums -- spin other such tales of pain throughout the album,

which comes off like a party record for the guilt-stricken. In "Happy," they express a

desire for a lasting relationship. "Perfect One" is a self-deprecating ode to a love interest.

All is not introspective.

music/Lit/Down.ram">"Down" (RealAudio excerpt) adheres to two long-standing

Southern California rock traditions: pop hooks and lyrics about cruising. "Whenever we

go/ Down for a ride," A.Jay sings. "Ready to drive all night/ With no place in mind."

Album producer Don Gilmore, who also has worked with SoCal pop-rockers Eve 6, said

he committed to record the album the day he met the band, who impressed him with its

ability to capture the sound of the 1970s and 1980s. "I didn't think they were a rock

band," Gilmore said. "I thought they were more of a pop group."

But after the band played live for Gilmore he changed his strategy, pursuing more of a

live sound than a layered studio feel. "These guys are indicative of what's to come in the

next couple of years," he said. "When it came to playing, we let them do their thing."

The album was recorded over a relatively quick two-month period in Los Angeles last

fall.

Lit's formula for rock nirvana is rooted in the bandmembers' arena upbringings. Jeremy

said the first concert he and his brother saw was a UFO-Iron Maiden show that their

father, a top-40 radio DJ, took them to in 1981 in Long Beach, Calif. Baldes is a big Kiss

fan.

Lit aren't playing arenas yet, but Jeremy said the band doesn't feel restricted by the club

circuit.

"We try to make our shows big and killer," he said. "We want lots of sweat, lots of action.

When fans come to our shows, they're going to see us give 110 percent."

Gilmore said the band brought lots of intensity into the studio as well, fueled in part by

the natural sibling rivalry between the Popoffs, who share writing duties.

"They speak their minds," Gilmore said. "Sometimes it could be really brutal. Five

minutes later, those guys were playing pool and gambling and drinking a beer."

Jeremy said the studio fights were part of the creative process.

Lit are now on tour with Eve 6, and the group will travel on the Vans Warped Tour this

summer along with the likes of hip-hoppers Cypress Hill and pop-punk trio Blink 182.

The leap from clubs to a major tour is not lost on Jeremy. "It's f---in' amazing," he said.