In September 2001, Powerman 5000 were just two weeks from releasing Anyone for Doomsday? -- which was to be the follow-up to the band's platinum third album, 1999's Tonight the Stars Revolt! -- when frontman Spider One shelved the record. A tour had been booked and promotional materials were printed, but all plans were scotched so the band could return to a Los Angeles studio and begin work on a different set of songs.

"I'm not doing this because I thought we had a bad record," he told Rolling Stone at the time. "I'm just doing this because I think we can have a better record."

On May 20th, a year and a half later, that better record, Transform, will be released by a reconfigured Powerman. Shortly after Doomsday's doomsday, two original members of the band -- bassist Dorian 27 (Dorian Heartsong) and drummer Al 3 (Alan Pahanish) -- left the band. The two have since been replaced by Siggy Siursen and Adrian Ost, a lineup shuffle that in part gave the new album its name. Guitarists M.33 and Adam 12 remain in the fold.

"For the past couple of records, we would create the music in this computerized, ProTools environment," Spider said, "It was a very non-organic way of making music. This time, we just got in a room, plugged in and played. We did what we did in the old days, and it made this a better record."

Transform track listing:

Assess the Mess
Theme to a Fake Revolution
Free
Action
That's Entertainment
A Is for Apathy
Transform
Top of the World
Song About Nuthin'
Stereotype
I Knew It
Hey, That's Right!
The Shape of Things to Come

ANDREW DANSBY
(April 2, 2003)