Old 97's singer Rhett Miller knew all along their forthcoming Fight

Songs would be quieter and more spare. But he didn't anticipate that

easing up on the rock would leave him feeling exposed.

"The other records, it was like, 'Oh this song rocks, and this song is ... rockin'," Miller, 28,

said from his Los Angeles home. "There was such an organic, sort of invincible feeling

connected to them that ... this record made me feel -- at the risk of sounding like I'm in an

analysis session -- it's made me feel vulnerable."

On Fight Songs, due Tuesday, the Old 97's -- Miller, vocalist/bassist Murry

Hammond, guitarist Ken Bethea and drummer Philip Peeples -- document their growth

with a mix of catchy pop-country tunes and moody, late-night ballads.

While the album may steer the Dallas-bred band further away from its previous cow-punk

sound, the country flavor is still prominent. And a couple of songs just plain rock, such as

the Latin-flavored "What We Talk About" and the restless rockabilly of "Let the Idiot

Speak."

One fan said she's open to the changes.

"These songs definitely have a more pop feel to them, and for me that's just fine," said

Jenny Lau, 31, a Milwaukee fan who had the privilege of hearing the album before its

release. "They certainly are a little less twangy, but I don't think that's really good

or bad ... just different. It just sounds like this is the record the band wanted to

make at this moment in their careers."

Fight Songs' 12 tracks kick off with "Jagged," a sing-along rockabilly number

brimming with remorse and humor. "I couldn't drink enough to make this make sense/

But I think I'm gonna give it a try," Miller sings.

Themes of loneliness and detachment crop up repeatedly, in songs such as the ravaged

music/Old_97s/Alone_So_Far.ram">"Alone So Far" (RealAudio excerpt), which

contains the lyric "One can only go alone so far."

On the opposite end of the emotional spectrum,

bin/get-music/Old_97s/Oppenheimer.ram">"Oppenheimer" (RealAudio excerpt)

is a '60s-inspired pop number that resolutely celebrates falling in love.

"On this record I tried to have counterpoints to every point," Miller said. "For every 'Alone

so Far,' there's an 'Oppenheimer.' For every desolate moment there's a moment of

hopefulness."

Since signing to Elektra in 1996, Old 97's have released two previous

albums, 1996's Wreck Your Life and 1997's Too Far to Care,

which included

music/Old_97s/Big_Brown_Eyes.ram">"Big Brown Eyes" (RealAudio excerpt).

Miller, who wrote roughly 75 songs for Fight Songs -- "including the crappy ones"

-- said the album's melancholy feel stems from tough times the bandmembers endured

since their latest release, including breakups and the deaths of close family members.

The singer's move to Los Angeles during that time -- while the rest of the Old 97's stayed

in Texas -- also factored in, he said.

"You're at the mercy of the emotions that you've experienced in those two years and the

songs that you are compelled to write in those two years," he said. "So I think the

experiences we've had have dictated a lot of the subject matter and a lot of the tone.

There's sort of a detachment that runs throughout the record that probably comes from

me for the first time living away from the guys and away from family and in this new city."

Some crestfallen moments are a bit deceiving, however. The album's infectious first

single,

music/Old_97s/Murder_Or_A_Heart_Attack.ram">"Murder (Or a Heart Attack)"

(RealAudio excerpt), seems to have Miller pining away for a lover's return. The song is

actually about his former roommate's cat venturing out the back door. With that in mind,

the lyric "I'm leaving the back door open 'til you come home again" doesn't sound nearly

as lovelorn.

Another standout is "19" -- a starry-eyed, three-chord pop number that derives its charm

from its adamant simplicity.

"When we were recording it we kept saying, 'This is a three-chord song. Doesn't it need

to be more interesting?' " Miller said. "And then we realized, it's about 19-year-olds --

there's supposed to be something kind of naive about the way it sounds."