A long time ago, two kids in San Pedro, California, discovered a record by the Who called The Who Sell Out. The cover featured members of the band hawking deodorant, baked beans and acne medication. The two kids had already begun tinkering around with a band of their own-one on bass, the other on guitar-but it wasn't until they'd listened to this album (over and over again) that they realized the limitless possibilities afforded to them by rock music. It wasn't long before D. Boon and Mike Watt found themselves in a group called the Minutemen, chugging across the States in a van and inspiring other kids to form bands around the ad hoc mantra "Our band could be your life."

ILLUSTRATION BY MORGAN CHARLES

Almost as soon as the Minutemen had appeared, they went away: in December 1985, D. Boon died rather abruptly when his girlfriend fell asleep at the wheel of a van. It was tough for Watt, but he had come up during the era of do-it-yourselfers like Black Flag and Minor Threat, so he didn't stay idle for long. Watt resurfaced in outfits like fIREHOSE and Porno for Pyros, as well as on a few solo albums-including 1995's Ball-Hog Or Tugboat?, which featured Thurston Moore, Henry Rollins, Eddie Vedder and other timely rock stars. He has also played bass for reconstituted versions of Jane's Addiction and Iggy and the Stooges.

Recently, Watt was visited by some hybrid of nostalgia and impish delight. He decided that Petra Haden, daughter of jazz bassist Charlie Haden, should take a crack at re-recording The Who Sell Out. Like Watt, Petra grew up around music; she mastered the violin, mandolin and trumpet at a young age, and her singing voice is beautifully complex. In the nineties, she released three albums with the band That Dog and recorded with her two sisters under the Haden Sisters moniker. Most recently, she has collaborated with jazz guitarist Bill Frisell on a covers album that includes selections by Elliott Smith, Tom Waits and Coldplay.

Now, I have a weakness for songs with choruses that include "bong, bong, bong," "bop, bop, bop" or any variation thereof.

It's a fine biography, but what truly suits Haden for a task such as The Who Sell Out is her ability to mimic the sound of virtually any instrument. Several years ago, Watt gave her an eight-track cassette recorder and the idea for the album. As he says in the liner notes, "I put side one on track eight of one cassette and side two on track eight of another one, gave her the machine and said to her, 'Just sing along to what they got going there until you fill up the other seven tracks.'" So, for three years, Petra Haden did just that. The result is one of the most bafflingly inventive cover albums ever recorded.

Now, I have a weakness for songs with choruses that include "bong, bong, bong," "bop, bop, bop" or any variation thereof. The root of this particular inclination is very deep but can be easily traced to the line in Lou Reed's "Satellite of Love" where he sings, "Bong, bong, bong. Satellite of love." A variation of this vocal gimmick also manifests itself, strangely enough, in the Who's "A Quick One, While He's Away," in which the band repeats "Cello! Cello! Cello! Cello!" at a moment in the mini-opera where they intended to have a cello but couldn't afford one. So imagine my delight when I turned on Petra Haden Sings: The Who Sell Out and heard the opening measures in which a woman's onomatopoetic voice mimics the sounds of instruments. When the lyrics came in, the same voice offered this advice: "If you're troubled and you can't relax, close your eyes. Think on this."

Petra Haden Sings: The Who Sell Out is exciting and strange, childlike and wonderful. In it, Haden takes each song apart, not unlike how Chan Marshall of Cat Power tore apart songs like "Sea of Love" and "(I Can't Get No) Satisfaction" on The Covers Record. Then Haden mixes in a healthy dose of vocal experimentation, perfecting upon the creaky vocal percussion Tom Waits used in last year's Real Gone. The result? Songs like "Heinz Baked Beans," a joyful collusion of vocal tics, funny voices and the kind of singing one tends to do while listening to an album on one's own. There's really nothing quite as carefree as ba-rump-pump-pumping your way through a song like "Mary Anne with the Shaky Hand."

Petra Haden unpacks such a wealth of catchy musical tomfoolery that she not only invigorates an iconic piece of rock history, she also breathes strange new life into it.

Most of the power in this album (and the Who were a powerful creation indeed) peaks in the middle with "I Can See for Miles" and "I Can't Reach You." The remainder of the record is still worthwhile, but the remaining songs just don't have the same cohesion. With both the original and the remake, however, if you're still around by that point, then you're already a fan. The rest is a pretty personal experience. The music blends together after a bit; if you're not paying close enough attention, you might miss the quiet beauty of Haden's interpretation of "Relax" and "Silas Stingy," two Who songs that will never make their way onto a greatest-hits package and contribute to the Who's secret history of covers of the Batman theme and songs about Jaguars and cobwebs. This wealth of material that seems to have fallen by the wayside is probably what's appealing about being a Who fan these days. The car commercials may milk "Baba O'Riley" to death, but "Silas Stingy" can be deconstructed and re-examined so old fans can hear it in a new way.

We've come to a peculiar point when someone can cover an entire album. The rules for such a project, however, are the same as they would be for covering an individual track: a good cover song should make you hear the original in a different light but also be strong enough to stand on its own. This album passes with flying colours. When Watt gave Haden the idea to record The Who Sell Out, he did it because he knew she could "bring an earthiness without any preconceptions and make it new for me."

Granted, this isn't the most popular of Who albums. That's not to say it's bad, especially compared to Who's Next, Tommy and Quadrophenia. Sell Out was made while good ol' Pete Townshend was still figuring out how to use rock 'n' roll to tell a story of operatic proportions. I've always seen this album as a significant moment in the group's development. It's their unsteady first novel, whereas "A Quick One, While He's Away" is their first successful short story. The reason why Petra Haden Sings: The Who Sell Out works so well is because Haden respects Townshend's storytelling efforts; she holds on to the variety of infectious, commercial interludes that appear in the source text, thus preserving the original, ironic "selling out" concept. It's one thing to find yourself with "My body strains, but the nerves are dead-I can't reach you" stuck in your head, but another thing entirely to catch yourself repeating "Track Records. Track Records. Track Records. Track Records" while clicking your tongue. Petra Haden unpacks such a wealth of catchy musical tomfoolery that she not only invigorates an iconic piece of rock history, she also breathes strange new life into it.

Frank Smith has written about music since sometime in the mid-nineties, when he fired off an angry letter to his local independent weekly. Since then, he's written record reviews and essays for the likes of Newsweek, The Dayton Voice (now defunct), the L Magazine, the Black Table, Tiny Mix Tapes and UGO.com, where he contributed to their Bands on Demand database. Robert Pollard from Guided by Voices once bounced an unopened can of beer off his head.