In Between's final track, guitarist and singer-songwriter Joe Woodard ponders "the unbearable art of traveling light, stripping down to just the things you really need." You could take it as a metaphor for the whole album, which applies a corrosive, surface-stripping intelligence to the souped-up pop standards by which we judge songs.

The tracks on Between seem slight and atmospheric on first listen, but blossom slowly. For instance, my initial impression of the album opener "Its Merry Way" was that while it was about songs that stick in your head, it was not one of them itself. A day or two later, I found myself humming it in the grocery store. Similarly, the cascading downward scale notes on the title track initially refused to coalesce into melody for me, yet later took on a kind of wandering inevitability.

In the best tracks, Woodard, guitarist in Santa Barbara's Headless Household, combines thoughtful, unexpected guitar playing, intellectually twisted yet painfully honest lyrics and heartfelt singing. These elements don't come together on every track, but when they do, the result is a slippery, undefinable charm. "Grown Men Cry", for instance, may be all mood and no melody, yet the waltz-time "Anthony Robbins" skewers the self-help guru with lazy Clem Snide precision.

Like Headless Household, Woodard blends and borrows genres -- folk, country, jazz and world -- with abandon. "News Flash", an ode to Toronto's boho Queen Street, puts a sleepy jazz bass line under the electric keyboards and tingling cymbals of sedated swing. Sax and xylophone tones build on the late-night vibe in a dark, seedy vision. The two "Cartilege" pieces (connective tissue, I guess) are more overtly experimental -- the first electronically manipulated, the second a jagged counterpoint of oddly tuned guitars.

Still, most of the tracks on Between are recognizable folk songs. They diverge from the standard with subtle lyrics and unexpected chord changes, yet they are still, first and foremost, songs. "Songs will come and go, they seize your mind just as if they own the joint," Woodard sings. That's true of many of the tracks on Between, but only if you give them time to take hold.