The Verve Pipe were hit hard by the sophomore slump, and frankly, their major-label debut didn't treat them all that well, either. As produced by Jerry Harrison, Villains brought the group too firmly within the post-grunge masses, even if it did result in a commercial breakthrough -- but that was with "The Freshman," an old song, one that was a favorite as they played college bars around Michigan. The follow-up to Villains tried to break from that album and the stigma of "The Freshman" by having producer Michael Beinhorn give the group an overly slick, overly serious sound. Like other Beinhorn productions of 1998-1999, it seemed commercial, but it didn't play that way -- and since the Verve Pipe didn't have the push that Hole and Marilyn Manson had with their Beinhorn albums, they were stuck with a sophomore flop. Two years off and a substantial revamping later, the Verve Pipe re-emerged with Underneath, a record that was considerably different from the Beinhorn album and Villians -- in fact, it returned the group to the sound of their early, self-released albums, showcasing a guitar pop band born and raised on college rock bands like R.E.M., XTC, and Hüsker Dü. Much of the credit has to go to the first successful matching of band and producer, since they're working with Fountains of Wayne's Adam Schlesinger, himself an underground pop guru who knows how to make clean, economical, good-sounding records that play to a band's strengths. He never smothers the group in modern sounds, heavy guitars, or anything that stands the way in the songs, letting the band glide on ballads and churn out the rockers. They sound more natural than they ever have on record, and Brian Vander Ark and Donny Brown respond by their best set of songs. It helps immensely that Vander Ark splits the writing duties with Brown, since the drummer is as talented a writer as the frontman, and it results in a tight, 11-song album that showcases their strengths as craftsmen and a journeyman alt-rock band. Underneath is a mature album by a band raised on classic '80s college rock, and while that may not necessarily be the sound of 2001, it should please many listeners who grew up on the same bands as the Verve Pipe.