Three years, two continents and several permutations after its inception, the all-star debut from Mo Wax Records founder James Lavelle's UNKLE project finally has been completed.

The album, Psyence Fiction (Sept. 29), which features vocals from Radiohead singer Thom Yorke, The Verve's Richard Ashcroft, Beastie Boy Mike D and legendary American rapper Kool G Rap, was assembled in an unconventional and lengthy fashion -- to say the least -- according to Lavelle's collaborator, American turntablist DJ Shadow (a.k.a. Josh Davis).

"Back in the summer of 1995, James wanted to do an album of remix-type stuff, but really fast, in a month," said DJ Shadow, 26. "He asked me to do two tracks, but it was not a good experience because I felt like nobody was grabbing the reins. James was happy with what I did, though, and he wanted to take another stab at doing it properly that next summer."

With their concept of a cinematic-style album -- made up almost entirely of samples and scratching -- firmly in place, the pair tapped The Verve singer Ashcroft for their first collaboration.

Recorded at a time when his band -- which would go on to record the most successful album of its career one year later, Urban Hymns -- was broken up temporarily, DJ Shadow said Ashcroft joined the pair in a "run-down" London studio for his vocal take in July 1996. "To James' credit, he'd wanted Richard since 1995," DJ Shadow said, pre-empting any charges of bandwagoneering. "James felt he had something special and I was like, 'whatever, yeah, OK, get him in here.' "

The turntablist said the gaunt singer for the British rock group came in to lay down a test vocal for his track, "Lonely Soul," for which Ashcroft, like all of the vocalists on the album, penned the lyrics. Instead of tossing off a rough track, the intense Ashcroft nailed the song in one take. "We ended up using that take because it was so great," DJ Shadow said.

Yorke was another one who had one take that was perfect out of the box,

DJ Shadow said. "Looking back, the lyrics to both songs are certainly about what both were going through at the time. It's inevitable," he added.

The track Yorke appears on, "Rabbit In Your Headlights," was recorded last fall in San Francisco while Radiohead were in town for a show at the Warfield in support of their critically acclaimed album OK Computer, and features the vicious line "fat bloody fingers are sucking your soul away."

"The last minute of that song, the way he sings, it feels like your hair is being blown back," DJ Shadow said of the album-closing track. "It's really emotional and it was really special working with him. There's no histrionics, it's just right."

DJ Shadow said there was no doubt that the track had to be last on the album, since anything after it would seem "flaccid."

"I'm glad we did both of them when we did," he said of Yorke's and Ashcroft's vocals. "To try and do it now would be stressful and not for the right reasons."

The music on the album was created almost entirely by DJ Shadow, who used samples and scratching, a ploy similar to the one he used on his genre-defining 1996 album, Entroducing ... .

The UNKLE album -- the first full-length to be released on Lavelle's acclaimed techno/breakbeat boutique label after several singles and remixes created with his former UNKLE partner, Tim Goldsworthy -- could be the break-out release from the label. Mo Wax has already had a measure of success with Entroducing and albums by Money Mark, DJ Krush and Attica Blues, according to Guy Higgins, international marketing manager for the label.

"It will be hard to break in America, but it's always a challenge to get Americans excited for something slightly unconventional," Higgins said. "There's a very strong buzz in the U.K., though, and having Richard and Thom, who belong to two of the most successful and best bands in the U.K., won't hurt."

Both Higgins and DJ Shadow described Lavelle's involvement in the project as similar to that of a director or executive producer. "James didn't play any of the instruments," Higgins explained. "He would compare himself to [film director] Francis Ford Coppola, like what he did for [the film] 'Apocalypse Now.' He basically directed and orchestrated the whole thing."

One of the artists DJ Shadow said he was intent on getting involved in UNKLE was American rapper Kool G Rap (a.k.a. Nathaniel Wilson), best known for his mid-'80s collaborations with DJ Polo on such landmark tracks as "It's a Demo" and "Streets of New York."

"James played a big part in getting the vocalists together," DJ Shadow said, "and the only demand I made was Kool G, because it was guys like him who I used to listen to growing up."

Kool G said his part, which appears on the album-opening track, "Guns Blazing (Drums of Death Part 1)," was easy to lay down once DJ Shadow gave him a beat. "[DJ Shadow] wanted me to do, like, an old version of G rap," Kool G, 29, said, "but not with a lot of curses, just hard-core freestyle stuff where I'm talking about money and mob stuff."

Also included on the album is the song "The Knock (Drums of Death Part 2)," featuring Beastie Boy Mike D on vocals and Metallica's Jason Newsted on bass and theremin, "Chaos" (featuring Atlantique), "Nursery Rhyme" (featuring Badly Drawn Boy), "Bloodstain" (featuring Alice Temple), and the songs "UNKLE Main Theme," "Unreal," "Getting Ahead In the Lucrative Field of Artist Management," "Breather" and "Celestial Annihilation."