When the Mooney Suzuki's A&R man asked the bandmembers who they'd like to produce their major-label debut, frontman Sammy James Jr. gave him a list of classic names, including former ELO frontman Jeff Lynne (who produced albums by Tom Petty and George Harrison). The record company man glanced at the list, paused and shot back, "How would you like to work with the Matrix?"

The ultra-pop songwriting team, which has landed radio hits for Avril Lavigne, Hilary Duff and others, wanted to stretch its wings and work with a real, down and dirty rock and roll band. So the Mooney Suzuki reluctantly agreed to fly to Los Angeles and test the waters by spending three days writing songs with the Matrix.

"I was curious," James explained. "What they represent, that hitmaking-machine thing, always seemed like the antithesis of what we do, which is to sit around with your dudes and jam out songs. It felt like the enemy was inviting us over for tea."

At first, the Mooney Suzuki were as baffled and uncomfortable as high school freshmen sitting in on an advanced-level college French course. The Matrix were brimming with enthusiasm and loaded with ideas, but everything they suggested made the bandmembers cringe.

"The first day was a nightmare," James recalled. "Every second was like, 'How do we get out of here? I'm never going to make it through today, much less three days of this.' They'd be totally excited about something they'd written with us in mind, then they'd sing it to us, and it sounded like something I'd hear on [mainstream pop] radio, but it was nothing that I was gonna do. They were so nice and so cool, and it was really difficult to keep shooting down their ideas."

Songwriting session number two was a little more productive. Since the band nixed 90 percent of the Matrix's pitches, the songwriters kept coming up with new melodies, which gave everyone more to work with. Similarly, the producers rejected so many of the Mooney's ideas that the rockers kept plugging away. On their third day together, the band recorded demos of three of the songs they had co-written, two of which made it onto Alive & Amplified, due August 10 (see "The Matrix Clean Up The Mooney Suzuki's Garage").

"We reached a point where I could imagine doing the whole record with them," James said. "That was kind of unsettling, because I knew I would have to shift creative gears in a major way. When we got back, our A&R guy said, 'So, how did it go?' And I went, 'If we do the record with them, it's either gonna be [like Michael Jackson's] Thriller or [Lou Reed's dissonant electronic-noise album] Metal Machine Music. So of course he said, "Great, I like Metal Machine Music."

On the surface, it might look like the Mooney Suzuki worked with the Matrix because they wanted to create pop hits that could be played on the radio. But that's not really the case. While the band certainly wanted to escape the garage-rock ghetto into which it had been cast, its goal was not to become superstars, but to create something different than it had ever done. "There's that joke in [the film] 'This Is Spinal Tap' about the amps going to 11 for a reason," James explained. "There's only so much you can turn up the volume and there's only so much you can jump around onstage. And we had done that. We were as loud as we could be and as high-energy as we could be. So we did something we thought would take it to the next step."

The Mooney Suzuki spent six months working on Alive & Amplified in Los Angeles. Half of the songs were written in the studio with the Matrix and the rest were penned by the band, then brought to the Matrix for refinement. For the bandmembers, spending more than a few days writing and recording a song was an experience they cherished, and one that allowed them to let their true colors shine.

"We never picked up our guitars and said, 'Let's be MC5 or the Stooges,' " James said. "We wanted to be the Who or Led Zeppelin, but we were never able to afford a studio for more than a week or so, so we could never realize that goal. We'd just rehearse the sh-- out of our songs so that we had it tight, and then go in and play as if we were doing a live set. Then in the last half hour, we'd throw down some vocals and a tambourine track. To spend three months on a record and try different things and use different instruments was really incredible."

James and his bandmates are pleased with the album they've created, which combines Hendrix flash, Nuggets rumble and classic rock rhythms with insistent pop hooks. However, the Mooney Suzuki aren't so thrilled about the process it took to create the final product. With each new song they worked on, the Matrix would push radio pop melodies and the band wanted to just jam until something good happened.

"I felt bad for them because they're used to working their way," James said. "They'd say, 'We have a template. We have a system.' And that works very well for them, but not always for us, so there was a lot of horn-locking, which led to the final product."

The Mooney Suzuki may have never been able to create songs like the jaunty, handclap-filled "New York Girls" or the Hendrix/ Temptations/ Kiss hybrid "Legal High" without the help of the Matrix, and they may have needed the pop songwriters' alternate perspective to push them out of the garage. But now that it's over, the band has vowed never to return to the Matrix's studio.

"Doing this record was an aesthetic war," James said. "I'll never do a Mooney Suzuki record with them again. I love them and I love hanging out with them but it was f---ing war doing this album. We were looking to be forced out of the box, and we were, and I'm not looking for that experience again any time soon."