With three songs based around clips from the Chris Elliott sitcom "Get A

Life," a phone call where Biz Markie sings part of the Bee Gees' "Night

Fever" and a rambling testimonial from Father Guido Sarducci, many will

be tempted to write off Handsome Boy Modeling School as a joke. And it

is a joke, but not in the way you might think.

The brainchild of Chest Rockwell (Prince Paul) and Nathaniel Merriwether

(Dan the Automator), the Handsome Boy Modeling School promises to teach

applicants "to be a model — or just live like one!" After they're

finished with you, "even your toes will be handsome!" It's an offer too

good to pass up and Mike D, De La Soul, Sean Lennon, Brand Nubian, Del

Tha Funkee Homosapien, DJ Shadow and a host of others have enrolled in

the program.

Prince Paul and the Automator combine their considerable production skills

to create a series of wildly inventive soundscapes for their students to

sing and rap over. They take bits of rock, noise and R&B and refract them

all through the prism of hip-hop.

It's Prince Paul and the Automator's genius that this music doesn't just

signify, it conjugates — turning hip-hop into a verb on the opening

track. "Rock n' Roll could never hip-hop like this!" a voice exclaims

over a fuzzed out organ riff, hi-hat drum break and scratching. In their

universe, hip-hop encompasses popular music, not the other way around.

The songs constantly shift between styles and moods. The sinister and

atmospheric hip-hop of "Once Again" (RealAudio

excerpt) leads into "The Truth" (RealAudio

excerpt), a lovely trip-hop torch song with seductively smoky

vocals from Roison (of Moloko). This is immediately followed by the

cut-up madness and in-your-face attitude of "Holy Calamity," featuring

turntablist pyrotechnics from DJ Shadow and DJ Quest. In the spaced out

"Metaphysical," Mike D grunts and stutters while Miho Hatori of Cibo Matto

spouts an endless stream of non-sequitars about "inter-dimensional

transglobal marketing schemes." And it works!

But the illest track is "Megaton B-Boy 2000" (RealAudio

excerpt), where El-P and Alec Empire rage over a beat that sounds

as though it was created by setting a drum machine on fire and allowing

it to melt down. Bracingly abrasive.

And these are just a few of the highlights. By making the guest stars

serve the music (and not the other way around), Handsome Boy Modeling

School keep the quality remarkably high throughout.

Hot on the heels of his outstanding "hip-hopera," Prince Among Thieves,

Prince Paul is proving to be hip-hop's premier producer. And while I miss

the single-minded insanity of Psychoanalysis (What Is It?) and

the coherence that a story-line gave to Prince Among Thieves,

So ... How's Your Girl? is more than just a good compilation.

Paul and the Automator take the beautiful stars of today and transform

them into specimens that are sometimes ugly, sometimes ridiculous, but

always interesting. Handsome Boy Modeling School reclaim the creative

frontier of hip-hop, one satisfied customer at a time.