Shudder To Think have always rocked with an subcutaneous theatrical flair-- take Craig Wedren's falsetto, for example; even in the band's dingy D.C. punk club days, it seemed more appropriate for horned helmet and velvet cape. So it's only fitting that the band now turns to soundtracks. For their film- making (and ex-Lemonheads) amigo Jesse Peretz, Shudder To Think have dug through their (or most likely their parents') boxes of dusty 45s, most of which are flaking black- and- rainbow labels reading "Stax," "Motown," "Decca," "Atco," "Coed," "Bell," and the other ones I can't remember from my mom' own stack.

In Atlanta it's called "Fox 97", but every city has it's own "Same old hits from the '60s, '70s, and '80s" radio station. First Love, Last Rights approximates a lunchhour, sans- commercial selection from one of these oldies FM stations. Shudder To Think transforms from the Shirelles to Devo to Carly Simon to Marvin Gaye to Patsy Cline with vocal assistance from a stable of "Ooh, Ahh" alt-rock stars.

The highlights:

Billy Corgan whining (what else?) over a new- wave casio grind on "When I Was Born, I Was Bored."

Liz Phair crooning "Erecting A Movie Star," a song in which Shudder To Think apply their tight, spare, repetitive art-rock to "Heard It Through The Grapevine."

Jeff Buckley, who always reminded me of Wedren's emotive vibratto, wailing "I Want Someone Badly."

"The Wedding Is Over," which sounds like one of those tunes you embarrasingly sway your feet to in the dentist chair, prompting a sort of raised- eyebrow from the hygenist.

Each song is a competent replication, a quick flashback, and a testament to the already proven songwriting skills of this criminally underheard band, and yet the songs never seem to rise above retro pleasure. One would expect Shudder To Think to mathematically replot the course of doo-wop with angular guitars-- like they did on 50,000 B.C.'s "All Eyes Are Different"-- but they don't. It's basically a straight homage, which in this day and age of glutting glam- gloom is a welcome spirit.

-Brent DiCrescenzo