Early in his career, working on The Prince of Egypt with composer Hans Zimmer, Gregson-Williams observed that Zimmer enlisted outside artists to embellish his score with a distinctive aura. He uses an expression from his native England, “horses for courses” — urging someone to do what he does best — to describe the collaborative sound of Hotel Rwanda that included contributions from Afro-Celt Sound System and a co-composer, Andrea Guerra. For the animated tale of a gluttonous raccoon, a lovelorn turtle, and encroaching suburbia in Over The Hedge, Gregson-Williams shared musical responsibilities with singer/songwriter Ben Folds.

Although Rupert’s brother, Harry Gregson-Williams, is also a film composer, the two shun shoptalk, preferring instead English sports. “We’re big into rugby, cricket and soccer,” says Rupert. His breadth of assignments, he concludes, is what keeps his career interesting. “To go from a powerful drama in Africa to a fun film like Over the Hedge — if I did get pigeonholed it would become tricky. I’d have to take my mandolin and go to the hills for a bit.”

The outift, whose music draws upon Jewish and Eastern European traditions, paired with one of the most traditional of American artists for the winning entry: the late Woody Guthrie. Wonder Wheel featured Guthrie lyrics unearthed by Guthrie’s daughter Nora. The album also highlighted Klezmatics vocalist Lorin Sklamberg singing in English throughout as opposed to the group’s usually mandated Yiddish.

While many people interpret klezmer music as described above, the Klezmatics’ Frank London gave Israel National Radio a more streamlined definition in 2004: “Klezmer is the instrumental music — not vocals because then it’s not klezmer — of the East-European Jews who spoke the Yiddish language and the way that that music developed in the Diaspora.”

Over the last two decades, the Klezmatics have created a unique universe for themselves by managing to be traditional and progressive at the same time. Throughout their career, the Klezmatics have embraced political and religious statements as comfortably as their musical instruments. On the post-9/11 Rise Up! Shteyt Oyf, the group questions the horrific actions done in the name of religion. They have similarly opened their arms wide to all styles of music, as evident on Rhythm + Jews, which tied in African and Arabic rhythms with Eastern European music.

Unbelievably, the members of the Klezmatics came together when they answered an ad in New York’s Village Voice newspaper seeking musicians for a klezmer band. An initial chemistry united the group’s members and does unto this day: five of the six current bandmates played on the Klezmatics’ first album, 1988’s Shvaygn =Toyt (Yiddish for “Silence equals Death”).

While the Klezmatics may be relatively unknown to the mainstream pop world, they have worked with some of the world’s top artists, including violinist Itzhak Perlman, beat poet Allen Ginsberg, Pulitzer Prize-winning playwright Tony Kushner and singer/songwriter Ben Folds.

Built around singer/songwriter John Ondrasik, the group first made waves with its second album, 2000’s America Town (Columbia), featuring the Grammy-nominated song “Superman (It’s Not Easy).” Although already a hit before 9/11, afterwards the tune became a kind of spiritual national anthem, leading to Ondrasik’s being invited to join Paul McCartney, Elton John and The Who to perform at the post-9/11 fund-raiser “The Concert for New York.”

Ondrasik recalls “sitting at a piano in Madison Square Garden playing a song that seems to provide solace to the emergency workers and their families. Halfway through, seeing these burly firefighters with tears rolling down their faces: It was the most important thing I’ll ever do musically.”

Following up such a significant moment would be a difficult task, and Ondrasik took a couple of years to craft the Battle for Everything album, which yielded another inspirational hit with “100 Years.” “It means a lot as a writer when your songs find their way into everyday lives,” he says. “To hear MP3s of ‘100 Years’ sung at graduations, or to speak to folks about how certain songs helped out, inspires me to keep on swinging.”

Ondrasik aims squarely for the fences with his latest album, Two Lights, which grew out of conversations the songwriter had with a wide range of Americans, from cops (the Ben Folds-ish humor of “Policeman’s Xmas Party”), to surfers and soldiers.

The last subject looms large on the album’s title track. “Two Lights” came about following a dinner Ondrasik had with a young Iraq-bound soldier and the man’s father, a Vietnam War vet. “I wanted to write a song that talked about the reality of how these parents feel,” Ondrasik explains. “The simple thing of ‘Two Lights’ is two lives: the father’s and the son’s. That’s what inspired this song, the look of pride and fear in a father’s eye.”

Ondrasik also turns his keen observational skills on himself, via first single “The Riddle.” Written for his children, the song’s video features John’s blue Mustang, itself passed down to Ondrasik from his own father, and the inspiration for the song “’65 Mustang.” “At its heart it’s a love song from a father to his son,” he says.

Lest anyone think Ondrasik is always brooding, keep in mind his monthly NHL column for SI.com. Why hockey? Look to the band’s seemingly odd name, which refers to the number of penalty-box minutes given to brawling hockey players. “Like everyone in my demo,” he laughs, “I think I know a hell of a lot more about sports than I actually do.”

Shown after the show are (back row, l-r): BMI's Joe Maggini, David Schwartz, Lucy Schwartz, Paul O'Connor, Josh Allan; (front row): Katrina Parker, and BMI's Tracie Verlinde, Barbara Cane and Paige Sober.

A reformed Southern Baptist and small town escapee, former North Carolina native Katrina Parker is a songstress who prides herself on finding beauty in the farthest corners and most hidden places. Her debut EP, 2005's Only Dreaming, is composed of dreamy and intimate alternative pop-sometimes unabashedly romantic, sometimes bittersweet, and sometimes nostalgic. She's currently finishing up her yet untitled 2007 release, which sounds like Billie Holiday on acid, Portishead at a Sunday brunch, and gothic romanticism with a cabaret twist.

Classically trained on piano from the age of 5, musical prowess seems to simply reside in Josh Allan's blood. This Colorado native launched his first independent CD, All The Acoustic Pop You Can Drink, in November 2004, signed on with Big Mountain Productions in 2005, and is now on the verge of releasing his second CD, The Let Go. His influences include Ben Folds, John Mayer and Billy Joel; his sound is characterized by passionate vocals, distinctive piano melodies and precise acoustic guitar riffs. This soulful musician has performed in venues from Denver to Detroit to Boston to New York and more.

Washington State musician Paul O'Connor was born with a taste for rock and a passion for music that continues to span decades after its commencement. He kicked off his career as the leader of his University band, Organeroze; the band quickly gained a following and soon after landed opening slots for bands like Heart and REO Speedwagon. Since then, O'Conner has continued musical ventures through various avenues creating heart-wrenching music, collaborating with people like Gary LeVox (Rascal Flats) and Kellie Coffee.

Lucy Schwartz is a singer/songwriter with an "old soul" that belies her young age of 16. Although her influences are varied, the result is a truly original and timeless musical voice. She began writing instrumental piano pieces at 8-years-old, and a year later, she won the National PTA Reflections Competition for music composition in elementary schools. Her songs have been featured on the UPN TV series, South Beach, and the new CW series, Runaway. She is in the process of recording a CD of nine original songs. Her singing can also be heard on various TV shows including Fox's Emmy Award-winning series, Arrested Development.

The Acoustic Lounge showcase, held at Genghis Cohen on the first Monday of each month, is free and open to the public and is one of many opportunities BMI offers to artists to showcase their talent in front of their peers and a supportive audience. The atmosphere is relaxed and fun, offering a great opportunity to network with other aspiring and working singer/songwriters. For established writers, it provides a chance to monitor new musical trends and be involved in the grass-roots/DIY musical movement.

Friday begins at 11:15 a.m., and features Chicago-based band the Bon Mots-composers of sugar kissed pop music. Often compared to the Byrds and praised for vintage instrumentation, PopMatters.com cheers that the band mixes "witty lyrics and sly nods to the likes of Elvis Costello and Pavement," while AllMusic.com proclaims, "The Bon Mots just may be Chicago's best-kept secret."

12:30 p.m. ushers in another Chicago troupe, Cameron McGill and What Army. McGill's lyrics and melodies embrace the enigmatic and the melancholy, all while categorically maintaining a stark dedication to beauty and self-deprecating humor.

1:45 to 2:30 p.m. will be dominated by Houston's Makeshifte. Makeshifte is not for the faint of heart. The 2005 Texas Buzz Award winners for the "Musicians' Choice" award cite Hoobastank, Linkin Park and Incubus as key influences of their heavy, guitar-driven tunes led by feverish vocals.

San Francisco's Kelley Soltz follows Makeshifte at 3:00 until 3:45 p.m. Stoltz is capable of channeling Carl Wilson to sinful perfection, then swings over and nods to the Beatles, refusing to adopt any one monotonous sound or voice. A master of several instruments, Stoltz waves fondly to past icons while planting his feet firmly in 21st century pop.

4:15 to 5:00 p.m. brings Anderson, Indiana's Jon McLaughlin. A classically trained pianist, McLaughlin relishes in the sounds of Billy Joel and Ben Folds, and melds spirited keys with crooner-inspired vocals. The result jumps vigorously between genres like jazz, funk, rock and ragtime.

Chicago's Musical Outfits kick things off Saturday at 11:15 a.m. These four young musicians have created quite a buzz thanks in large part to the group's dynamic live show. Their 2005 debut album, Left Here, garnered spins on popular Chicago radio stations 93.1 WXRT, WLUW and Q101.

12:30 to 1:15 p.m. sees Austin, Texas, band St. James take the stage. The trio's buoyant harmonies are layered copiously over exquisite strings and the occasional piano, creating a moody feast for the ears well-worth revisiting.

New York rapper Lanz takes over at 1:45 p.m. Sixteen-year-old Lanz originally embraced the sounds of Jay Z, Tupac and Nas as an escape from the hardships that greeted her at an early age. Lanz has poured her arduous experiences into her lyrics, resulting in mature reflections in spite of her youth.

From 3:00 to 3:45 p.m., Rhode Island's Elvis Perkins holds down the fort. Dreamy melodies and stories dominate Perkins' music, which draws thoughtfully from folk rock and relies heavily on guitar and occasional fiddle mastery paired with emotive percussion.

At 4:15, Chicago's Kill Hannah wraps up Saturday's day stage. The Atlantic Records recording artists have created a fresh British-inspired rock / electronica hybrid best savored live. BMI proudly offers the opportunity to witness the band Billy Corgan called "the future of Chicago rock."

From 11:15 a.m. to noon Sunday morning, Chicago's Katie Todd Band will pleasantly awaken the crowd. Three albums deep into a promising career, the band is buoyed by Todd's sweet vocals that hint provocatively at the jagged edge buried just beneath the surface.

Chicago's Catfish Haven takes the stage at 12:30 p.m. The band's rustic sound achieves notoriety thanks to soulful lead singer George Hunter's gravelly vocal delivery. Named for the trailer park Hunter called home in his youth, the troupe's authentic grittiness seeps into every corner of their sound.

1:45 p.m. brings Atlanta's Manchester Orchestra to Chicago. The young pop band displays an innate understanding of balancing emotional depths with radio-friendly hooks that often evades artists twice their age. Manchester Orchestra is sauntering down a golden path, prompting Paste Magazine to proclaim, "When experience matriculates into that pre-existing talent, great music will spring from this simply good music."

Birmingham, Alabama's Moses Mayfield hits the stage from 3:00 to 3:45 p.m. Epic Recording artists who claim influences ranging from Pearl Jam to Peter Gabriel, Moses Mayfield delivers an insightful rock punch that somehow prompts both introspection and unbridled head-banging.

Chicago's Assassins wrap up BMI's Lollapalooza day stage from 4:15 to 4:45 p.m. The group's unique approach to composition and songwriting itself results in experimental layers of electro-rock bearing the distinct thumbprint of each one of the six members.

Friday begins at 11:15 a.m., and features Chicago-based band the Bon Mots-composers of sugar kissed pop music. Often compared to the Byrds and praised for vintage instrumentation, PopMatters.com cheers that the band mixes "witty lyrics and sly nods to the likes of Elvis Costello and Pavement," while AllMusic.com proclaims, "The Bon Mots just may be Chicago's best-kept secret."

12:30 p.m. ushers in another Chicago troupe, Cameron McGill and What Army. McGill's lyrics and melodies embrace the enigmatic and the melancholy, all while categorically maintaining a stark dedication to beauty and self-deprecating humor.

1:45 to 2:30 p.m. will be dominated by Houston's Makeshifte. Makeshifte is not for the faint of heart. The 2005 Texas Buzz Award winners for the "Musicians' Choice" award cite Hoobastank, Linkin Park and Incubus as key influences of their heavy, guitar-driven tunes led by feverish vocals.

San Francisco's Kelley Soltz follows Makeshifte at 3:00 until 3:45 p.m. Stoltz is capable of channeling Carl Wilson to sinful perfection, then swings over and nods to the Beatles, refusing to adopt any one monotonous sound or voice. A master of several instruments, Stoltz waves fondly to past icons while planting his feet firmly in 21st century pop.

4:15 to 5:00 p.m. brings Anderson, Indiana's Jon McLaughlin. A classically trained pianist, McLaughlin relishes in the sounds of Billy Joel and Ben Folds, and melds spirited keys with crooner-inspired vocals. The result jumps vigorously between genres like jazz, funk, rock and ragtime.

Chicago's Musical Outfits kick things off Saturday at 11:15 a.m. These four young musicians have created quite a buzz thanks in large part to the group's dynamic live show. Their 2005 debut album, Left Here, garnered spins on popular Chicago radio stations 93.1 WXRT, WLUW and Q101.

12:30 to 1:15 p.m. sees Austin, Texas, band St. James take the stage. The trio's buoyant harmonies are layered copiously over exquisite strings and the occasional piano, creating a moody feast for the ears well-worth revisiting.

New York rapper Lanz takes over at 1:45 p.m. Sixteen-year-old Lanz originally embraced the sounds of Jay Z, Tupac and Nas as an escape from the hardships that greeted her at an early age. Lanz has poured her arduous experiences into her lyrics, resulting in mature reflections in spite of her youth.

From 3:00 to 3:45 p.m., Rhode Island's Elvis Perkins holds down the fort. Dreamy melodies and stories dominate Perkins' music, which draws thoughtfully from folk rock and relies heavily on guitar and occasional fiddle mastery paired with emotive percussion.

At 4:15, Chicago's Kill Hannah wraps up Saturday's day stage. The Atlantic Records recording artists have created a fresh British-inspired rock / electronica hybrid best savored live. BMI proudly offers the opportunity to witness the band Billy Corgan called "the future of Chicago rock."

From 11:15 a.m. to noon Sunday morning, Chicago's Katie Todd Band will pleasantly awaken the crowd. Three albums deep into a promising career, the band is buoyed by Todd's sweet vocals that hint provocatively at the jagged edge buried just beneath the surface.

Chicago's Catfish Haven takes the stage at 12:30 p.m. The band's rustic sound achieves notoriety thanks to soulful lead singer George Hunter's gravelly vocal delivery. Named for the trailer park Hunter called home in his youth, the troupe's authentic grittiness seeps into every corner of their sound.

1:45 p.m. brings Atlanta's Manchester Orchestra to Chicago. The young pop band displays an innate understanding of balancing emotional depths with radio-friendly hooks that often evades artists twice their age. Manchester Orchestra is sauntering down a golden path, prompting Paste Magazine to proclaim, "When experience matriculates into that pre-existing talent, great music will spring from this simply good music."

Birmingham, Alabama's Moses Mayfield hits the stage from 3:00 to 3:45 p.m. Epic Recording artists who claim influences ranging from Pearl Jam to Peter Gabriel, Moses Mayfield delivers an insightful rock punch that somehow prompts both introspection and unbridled head-banging.

Chicago's Assassins wrap up BMI's Lollapalooza day stage from 4:15 to 4:45 p.m. The group's unique approach to composition and songwriting itself results in experimental layers of electro-rock bearing the distinct thumbprint of each one of the six members.

Folds's prodigious talents are abundantly displayed on the singer's new Epic Records album, Rockin' the Suburbs. Not only does Folds play all of the instruments on the disc, he composes and performs some of the most literate and humanistic pop songs in recent memory. Tracks like "Still Fighting It," "Annie Waits" and "Carrying Cathy" combine the whimsy of the Beach Boys with the moonlight elegance of Burt Bacharach and the ironic edge of the late-'60s Beatles.

The new album's panoramic sound stems from the unlikely pairing of Folds and producer Ben Grosse (Fuel, Filter). Folds's traditional approach contrasted sharply with Grosse's more contemporary recording methods. "We come from two completely different directions," Folds explained recently. "I've always stuck up mics everywhere, pressed 'record' and everybody plays. Ben Grosse, however, thinks that's [nonsense]. He thinks you are making a movie, and he'll edit every little syllable if that's what it takes. . . . That's where a tug-of-war began, and it's why I think the record sounds as good as it does."

Folds first reared his overachieving head in 1995 as the leader of Ben Folds Five, a guitar-less North Carolina trio whose self-titled Caroline Records debut album blossomed into an indie smash. Freewheeling live performances added to the group's mystique and established Folds as the alt-pop equivalent of Randy Newman.

The trio signed with Epic in 1996, and soon afterwards released the brilliant sophomore CD, Whatever and Ever Amen. A masterful document of suburban despair, the album produced the chart-topping single and music video, "Brick." As the disc surpassed the million sales mark, Ben Folds Five toured with everyone from Beck to Counting Crows and Neil Young.

As the new century commenced, Folds assembled some of his North Carolina friends to record Fear of Pop: Volume One, a solo album featuring vocal tracks by Folds, Star Trek actor William Shatner and Frally Hynes, the woman Ben later married. Later the same year, Ben Folds Five resurfaced with The Unauthorized Biography of Reinhold Messner, an album that further showcased the band's wide-ranging musical skills.

Then, in the midst of their musical peak, Ben Folds Five announced they were disbanding. "We just didn't have the same drive," Folds said. "If it had still been exciting and fun, we would've carried on."

Judging from Rockin' the Suburbs, Folds has emerged from the breakup with his credibility intact. "I think [recording] is my way of keeping my chronicle updated," the singer/songwriter said. "The records document a you-are-there kind of presence. You know how songwriting is - you put into it enough of yourself and cook up the rest."

In recent months, the talented twosome released an Internet-only album, Long Tall Weekend, available exclusively as an MP3 download via www.emusic.com. They've also contributed original songs to Austin Powers: The Spy Who Shagged Me, Disney's forthcoming Peter Pan sequel and the TV series Malcolm in the Middle, Brave New World and Nickelodeon's forthcoming Stewy the Dogboy, as well as making several appearances on the cult-hit NPR radio program This American Life.

Meanwhile, Linnell recently released his first solo album, State Songs, while Flansburgh - who also maintains a parallel solo career under the name Mono Puff - has emerged as a budding filmmaker, directing videos for his own band as well as such artists as Ben Folds Five, Harvey Danger, Soul Coughing, Frank Black and Edwyn Collins.

The two Johns' playfully quirky sensibility has remained intact since they began working together in the early '80s. Since then, they've progressed from homespun do-it-yourselfers to unconventional pop stars, releasing nine albums and touring extensively (first as a stripped-down duo but eventually with a full band). The Giants show no sign of slowing down their breakneck creative pace; they're presently working on a collection of children's songs, as well as a more rock-oriented album.

"I think it's safe to say we're getting older," Flansburgh states, "but we're also getting stranger."

Avoiding big statements, the duo opts for introspective songs rendered with painterly precision. Their new Universal Records album, The Way We Are, is delectably ambiguous - diverse yet consistent, intelligent yet unassuming, sentimental without stooping to mawkishness. Almost entirely self-produced, arranged and performed, The Way We Are is do-it-yourself pop at its ambitious best.

It's also the work of an increasingly respected musical duo. Alternative Press described Fleming & John's music as "pure heavy gorgeousness," while celebrated singer/songwriter Ben Folds dubbed them, "The Carpenters of the '90s with Led Zeppelin's rhythm section." Singer Fleming McWilliams is more succinct: "Sometimes I describe it as weird pop. We don't like to use the word alternative. But if we did, I'd say we were the alternative to alternative music."

The Fleming & John saga unfolds like a gothic American novel. Missouri-born Fleming is a former "Miss Sweet Corn," while John's youth was spent mastering brass, strings and piano. The duo became inseparable collaborators after meeting at Nashville's Belmont College. A major publishing deal resulted in concerts throughout the Southeast. Their independently produced 1995 debut album, Delusions of Grandeur, was quickly picked up by Universal.

Now, with the release of their intimate sophomore album, Fleming & John make the leap from best-kept-secret to artful cult heroes. "We tried to put different facets of our personalities in," says Fleming. "It's very much us. It's the way we are."