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"I've always been fascinated with eccentric personalities," says Los Angeles singer songwriter Aimee Mann. On Smilers, her seventh solo CD, Mann presents thirteen exquisitely crafted new songs about the inner life of people living far from the bright lights of success or fame. Some of them are wanderers searching for meaning on the road, others look for it in a shot glass or by losing themselves in the blue trance of a TV set, and still others believe their deliverance will come through money.

From the punch-drunk characters haunting the twilight world of a dusty downtown boxing gym, to a one-time financial big shot who's returned home after taking a tumble, Mann paints spare, vivid portraits of people who seem to always wind up with the smallest slice of American pie. The songs are soulful, empathetic and somehow ultimately hopeful and optimistic. Says Mann: "When I write about them -- the narcissists, performers, eccentrics, know-it-alls -- it helps me recognize some truths about the world and about myself."

The title Smilers gets its name from a phrase Mann has long used to humorously lampoon the unrelentingly happy, shiny, smiley-faced pop culture that surrounds us all today. "I read an article that said that across all cultures, the single thing that people respond to most is a smiling cartoon face," says Mann. "A friend of mine and I used to laugh at how there's always somebody in an office or on the street who smiles all the time and is the first one to say, 'hey, smile!' I get that all the time from people who say 'why can't you be more smiley? So we jokingly nicknamed them @#%&! Smilers. You can provide your own curse word there. I think everybody knows someone like that." The record goes behind the smiles to get at something a little deeper and a little more revealing. Smilers reaffirms Mann's place as one of pop music's most distinctive songwriters, with an exceptional talent for beautiful melodies and insightful lyrics that go beyond platitudes.

Smilers took shape during the last two years as Mann was releasing her concept album, The Forgotten Arm (2005) and then her seasonal CD Another Drifter in the Snow (2006). "After doing a concept album I wanted to go back and just do a set of songs that were not linked quite so tightly," she says. "I didn't have a specific vision I was after so I kept writing and after a while the album began to take on its own sound." She approached the making of the record almost like a novelist or journalist approaches a story, finding characters, learning what makes them tick, and writing and rewriting until something clear began to emerge. Many of the songs underwent further evolution in rehearsals in 2007 as she and producer Paul Bryan settled on a sound that they liked.

Where previous Mann albums have frequently tended toward a lonesome, spacious sound, Smilers sounds fuller and larger, with uncommon touches. ?We tried not to echo any previous albums?for this one we wanted to use a different palate, thus replacing electric guitars with distorted Wurlitzers, Clavinets, and analog synthesizers. We wanted the rhythm section to sound full and organic with detailed, interwoven keyboards on top. We also knew we wanted to have real string sections and horn arrangements for select songs.? The rich arrangements provide a wonderfully captivating counterpoint to the haunting, plainspoken poetry of Mann's lyrics.

Smilers also reflects a unique creative phase in Mann's career. After the runaway success of The Magnolia soundtrack, which received nominations for an Oscar, a Golden Globe and a Grammy, Mann's music and career took a new direction. "Magnolia got me focused on the idea of music and movies in a different way," she explains. "I started looking at songwriting from a different angle. Forgotten Arm I wrote as a sort of soundtrack to an imaginary movie. It?s a great way of looking at songwriting. It gets me out of my own head and into the head of another character. I don't have to write about myself all the time." That feeling was liberating, and endows much of Mann?s new work with a vivid, almost visual story-telling sense that makes her music jump off the CD.

Longtime Mann fans will find that Smilers has plenty of the tunefulness they have come to expect from her albums. New fans will be struck by the power of her spare language.

Website: www.aimeemann.com

Tonight?s opener is touring with Aimee Mann. Nicole Atkins? music ranges from the vaudevillian to the psychedelic, a little bit country, a dash from early musicals, all under a cloud of pop-noir, often all coming in the very same song. Atkins writes songs that could have come from an episode of Six Feet Under, or an updating of Grease, as directed by David Lynch. Her songs are aural paintings, mixing and matching colors and sounds. For more information, visit www.NicoleAtkins.com