M. CHARLES: I'm trying to figure if we should have our picks establish order or if we should... You know what, we should just start throwing songs out there and if we want to change the order because something works better down the line, so be it.

I give you, a song you're about to love from the first time he says, "Tsa! Tsa! Tsa! Tsuzie!", Boy Kill Boy with Suzie .

#1: "Suzie" by Boy Kill Boy.

These guys sound like a lot of these bands, but I think the vocals are a little better. And it's fun. No shit.

K. CHARLES: I like the way the guitar from your song and this song play off each other; keeps the fun, jaunty feeling up from the kick-off of the mix. It's also fun to sing if you get the lyrics for the fast part. Frants hated them when they opened for U2, but what does he know. I dig this song.

#2: "King of the Rodeo" by Kings of Leon. YEAH!!!!

M. CHARLES: Who the hell is Frants?

So, I had a coupla songs that I thought worked well with the first two -- but I'm not going to give you either of them now. I'm going to put them in my pocket. In a drawer. And here's why; I felt like I could sort of see where the whole thing was going (what my song should be and what I hoped your song would be so I could play this song) and the best part of this idea is that we can't really tell where it's going because the other guy provides every other twist and turn. So here's a curveball, Slugger.

With song number three we slow it down a bit. I think it works with the end of the Kings of Leon song, though. I discovered this track a few weeks ago and it sort of gets under my skin. I dance to it with my shoulders.

#3: "Sticky Chemical" by Bobby Bare Jr's Young Criminal Starvation League.

(That said, I really hope we get to the other two songs I wanted to put in the 3 slot.)

K. CHARLES: Well played, Matthew Charles. I can appreciate a good curveball, especially one thrown with precision and expertise by someone as yourself. "Sticky Chemical" is a fun little ditty. I, too found myself bobbing my head to it. Well played, indeed.

This aspect (not knowing where we're going, and playing off each other like a couple of jazz musicians) is fast becoming my favorite part about this mixmaking adventure. BUT, don't let that fool you into thinking I don't have a coupla songs in my own pocket, Chief. I got pockets. And drawers. And songs in each. I'm sure some will be peeking their little heads out soon enough.

But, to follow your lead, I'm going to continue the slower-offbeat vein that we've hit upon. Another song with a great melody and not-your-usual instrumentation for a pop number. The whistling is my favorite part. It's one of those songs that starts out as one thing, then changes gears, and keeps building and with various layers -- there's a lot of ins, a lot of outs, a lot of what-have-yous. Plus, I think it fits perfectly right now with my rain-day-and-our-football-teams-lose-a-close-game mentality.

#4: "A Nervous Tick Motion Of The Head To The Left" by Andrew Bird.

From his "Mysterious Production of Eggs" album. And -- don't be fooled by the title -- it's not one of those "long titles to be weird but I never actually sing it" numbers. Andrew Bird fuckin' brings it.

M. CHARLES: That song makes me want to play poker with cowboys.

All right, I've given it some thought and -- I'll leave it up to you to take us back to the pack. With one more step to the left of center, I give you the next track. I just like the way it fits together with your pick -- I closed my eyes while it went from track to track and you almost can't tell where one begins and the other ends (and yes, I know how gay that sounds, I'm cool with it). This one's sort of electronic-meets-enya-meets-a poem written by a nine year old kid. It is weird, whatever, I dig it. We'll get to the rocking later. Right?

I feel like we're making the next Flaming Lips album. I'm okay with that though.

#5: "Robotboy" by Robyn.

Don't ask me anything about Robyn, I've only heard this song.

Your move.

K. CHARLES: C'mon -- how could I not love that song? They sing the word droid and say friend like "fwend".

Everyone loves Robots.

The thing about the Flaming Lips, my friend, is that they're out there -- but when pressed, we'll find some fantastic rawking underneath the spacial mysteries they provide.

So, I make the next choice, not only to bring us back to "the rock" -- but to open up our menagerie a bit by adding a scrappy veteran. Please welcome one of my favorite rock maestros: Joe Strummer (and The Mescaleros).

#6: "Coma Girl" by Joe Strummer and the Mescaleros.

PS - Our emails back and forth are going to make kick-ass liner notes, no?

M. CHARLES: Wow, this is a great song. My cover band is going to really show people something with that one.

I was thinking before we started that our emails would make great liner notes -- but then I went and forgot and haven't really been paying attention to what I've written. I'll try to be more witty and insightful from here on out.

This is a great song.

K. CHARLES: Also, this is amongst the most fun things I've done in recent memory. A pen-pal mix. Who woulda thought?

M. CHARLES: The only thing that would make the idea of a Pen Pal mix better would be if one of us were in jail and the other was impersonating a woman.

Shotgun -- in jail.

K. CHARLES: Alright. You can be in jail if I can be a small African child.

M. CHARLES: Dude, wordofhonor, I thought you really were a small African child. I've always been afraid to ask. I thought it might be awkward.

So the Joe Strummer song is in my head, right -- and I'm trying to think of what this mixtape needs. Something that really cooks. Something by a British band. Something named after a girl. Yeah, that's what it needs. Then I said to myself, "Hey asshole, you started this whole thing with Suzie by Boy Kill Boy." I know I did. I know I did.

I give you Valerie by The Zutons. The band that gave us all Pressure Point, gives us another one that sticks in your head like one of those Wrath of Khan earwigs. Pressure Point will always be in Chekov's ear, sure. But Valerie will always be in Paul Winfield's ear. And that's pretty good too, because he gave us City Confidential.

#7: "Valerie" by The Zutons.

Khaaaaaaaaaaaaaaaaaaaaaaaaaaaan!

K. CHARLES: As Borat would say, "Wowiewowiewowow".

You weren't twisting the goods on me when you said that track was going to cook. It surely does. I can officially say I feel nice and roasted after that number. Especially because it ties right in with my next track perfectly.

Almost too perfectly.

Like, you're in my HEAD kind of perfectly. British band? Check. Girl's name? Check. Toe Tapper? Check. Maybe we should just change this mix to the "a-rockin' British band chick-name songs mix", because I think our quota is almost maxxed out.

And yet, I couldn't resist in adding another. This is "Mary" by The Subways.

#8: "Mary" by The Subways.

Is it something in the water? The lack of dental obsessiveness? What gives those UK kids their strange powers?

M. CHARLES: Okay, this wasn't an easy one. If this were a concert that we were at, we'd be sweating like hogs by now. And though outwardly I'd have my happy ready-for-anything face, in my mind I'd be like, "Maybe just slow it down a little bit for one song, so I can breathe and not pass out."

So here's one that still rocks but also rolls a little, know what I mean? Yeah me either. I guess I mean it rocks but they jam for a while and we can catch our collective breaths. I missed this track when it first came out (my Phish fanhood having waned moments before this album came out), but this is what they're best at. Usually it takes them about fifteen minutes to get around to all the things they're good at, not this time. This song could just as aptly be called nutshell. It's not called nutshell. It's called Farmhouse, and there's a less than subtle nod to Bob Marley in there.

#9: "Farmhouse" by Phish.

K. CHARLES: Wow. See, I thought I was going to go one way with this one. I was really sure I was going to go that way. But I'm not, man. I had my finger on the button, ready to send -- but something didn't feel right. I paused. I took a breath. I went back to the Phish track (which is great, I've never been a Phish-man; and upon retrospect, I have no idea why) and looked into it's eyes. I got to the heart of the matter, and discovered that the way I thought was the way -- was the wrong way.

This is the right way. I know this now.

It's a track called "Mexico" by this indie pop band called Beat Radio. Little D turned me onto them. They're from here in New York. They're really good. And if you dig their sound, you can just go to their website (beatradio.org) and download their album.

It's that simple.

Plus, it's a good followup because it let's the old-timers like us continue to catch our breath without feeling like we're chilling out -- it's got this great drive to it that makes me feel like I'm getting something done. And that's a good thing.

#10: "Mexico" by Beat Radio.

I was just in Mexico, you know. Viva.

M. CHARLES: Bueno. Amigo. Muy bueno, no? Si. Es verdad. Es verdad.

Now I've been trying to pass this band off on you since we were 18. Sadly, no song had done the job of capturing just how fucking fun and intense they were when I saw them live (at the first show of the first Hometown Throwdown -- the only Throwdown that took place in the dead of Summer -- I think I lost about ten pounds during these guys' set. And remember, back then ten pounds made up about 12% of my total weight). Well that's all over since I found this little gem. (And got real fat.)

I give you el once, "L Train" by Shootyz Groove. Now, stick with it until the chorus your first time through and I guarantee it'll grab ya and make you tougher by a power of six. Keep in mind that these guys are playing every instrument you hear -- a rarity, and if you see this show live when you're eighteen -- the chorus is when their posse comes out with super-soakers and reaches out to you with the cool wet hand of God.

This is all without mentioning the doughty and brooklyn ties inherent in the title.

#11: "L Train" by Shootyz Groove.

Dig it!

K. CHARLES: As I sit here I can envision you at seventeen years of age, standing in the crowd, eyes closed, giving yourself over to the music and just going "buck-motherfucking-wild". It is a good vision. "L Train" makes me want to pound my feet and swing my head without concern for my safety.

So. How to follow it up?

I have to keep the infectious groove, as it were, going. I can't bring it down. Not an option. I want something fun, something stomp-able & romp-able. I want horns. I want lyrics that reference Popeye, Different Strokes, Breasteses, and Hong Kong Fooey. I want two great MC's (one who fashions himself after a Super Villain -- complete with metal Dr. Doom mask), and one DJ (a hitmaking collaborator, one who can fashion the undisputed hit of the summer).

I want #12: "Old School" by Danger Doom (featuring Talib Kweli, of course).

M. CHARLES: You want Old School? I'll give you old school! I'll give you some family band shit. I was worried that this song didn't quite fit our theme -- but after a little thought, I've realized that it works like a charm. A few drawbacks? Sure. The song isn't quite as cutting edge as many of our tracks and the lead singer touches kids, whatevs. I think by the time you get to one of the finest breakdowns you'll ever hear, you won't be thinking of the ruin that young Michael became -- you'll be thinking that he was one of the great child performers in the history of vocal performance and this song displays that time and again.

You ask for old school, you get The Jackson 5 and "Going Back to Indiana". Set your toes to TAP.

#13: "Going Back to Indiana" by The Jackson 5.

(I've sort of liked this song for a year, so if I've played it for you already -- I'm sorry.)

Now here's a question for ya: What's better than taco night?

BUZZZZZZZZZZZZZZZZ! Too late! The answer is Leftover Taco Night. All the deliciousness of Taco Night 1/10 the work. Wheeeeeeeeeeeee!

K. CHARLES: That song has everything. An un-spoiled young Michael. A Tito Solo. A beat that had me drumming on my desk (something, surprisingly, I've never done before)!

It is at this point that I feel it's time to bring it down. But, I can't just throw in some new kid on the block, some untested whelp -- the Five would have him for breakfast. No, I've gotta come correct -- I've gotta bring some fucking professionals.

Say hello to my friends Jimmy, Robert, John & John. You might know them as Led Zeppelin. This little track wasn't ever on an album -- it first appeared as a B-Side to "Immigrant Song". (Later, it had some further exposure by being included on that popular 4-CD boxed set, and the remastered release of "Coda".) It's a fucking fantastic song, about a woman who "wants to ball all day", "stays drunk all the time", and "won't be true."

#14: "Hey Hey What Can I Do" by Led Zeppelin.

I think everyone can relate to this gem. Sing it, Bobby.

*sorry for the cursing, kids -- daddy's had a few beers this evening.

M. CHARLES: I figured it out. How do you follow, Led Zeppelin? You can't, so stop trying. Just break it down and build it up again. So I will.

I hope.

Track fourteen is brought to us by an artist who, to steal a phrase, "crawled through a river of shit" and emerged reborn. This song sounds like redemption. I feel like he's happy to be alive. Which is nice.

As advertised: #15 "Omission" by John Frusciante.

Dig it.

K. CHARLES: Mr. Frusciante is like a phoenix, my friend. I had previously only heard an acoustic version of that song -- but he really brings down the thunder in this fuller-bodied version. A masterful choice.

Great flow.

In order to keep up the pace, I'm bringing a track with me that has a lot of things going for it. Aside from it's jaunty tune, it kicks off with the "Excitebike" starting beeps. Subconsciously, I feel these little bastards would know that our brains are hardwired to hear that sound and then launch into a: "GO! RACE!" mentality. Couple this with the fact that they're from Sweeden and they've written a better pop song in English that we (most likely) ever will -- and I can't help but think more sinister forces are at work.

Sinister forces looking to have me jump around playing air guitar.

#16: "The Comeback" by Shout Out Louds.

M. CHARLES: That song feels like driving out of the school parking lot on the last day of school. Let's go to DQ.

Liz and I were discussing if Regina Spektor was too on the nose for this mix tape -- because she's got a few songs people are about to love but I think everyone's heard that album. My plan was to squeeze her in at the end here. (Maybe I still will if you think we can fit another round.) But The Comeback made everything a little easier on me. Because it just fits with this song better.

It comes from an album that this guy I know down here was talking about. He thought I'd like it and the next time I saw him he handed me a copy. That's really all I got, I don't know much about the band -- they have a little heat, but I'd never paid any attention to them. This one's off their latest album. It has driving drums and seems to me to be a good people watching on the subway song. Enjoy it.

It's #17: "All at Once (It's Not Important)" by Secret Machines.

K. CHARLES: Well, I just got back from seeing Ben Folds. That guy can really play the piano. Impressively. But to the matters at hand:

- Secret Machines. I've heard the name, and now I can put a face to that name. Thy face is one of the best late-night citysongs I've heard in a while (I'm sure you're familiar with my love for good late-night citysongs). Tell that guy I said thanks for giving you the disc.

- This track is one that I've had in my pockets for a while. I'm excited for you to hear it. His full name is Raycharles LaMontagne. You can call him "Ray". As a kid, he spent time reading fantasy novels in the forest. After hearing a Stephen Stills song on the radio, he decided to quit his job at a shoe factory and pursue a career in music. Oh, and he reminds me a lot of Van Morrison. If that doesn't make you love this kid, then you're not the Matthew I know. You're an evil cyborg that's taken over his body. #18: "Trouble" by Ray LaMontagne.

- We're almost at the end. But we're not there yet. We're just pulling into the neighborhood -- we're not in the driveway, and we're definitely not getting out of the car yet. But we're close. You get me that driveway song.

(Oh, and you go with whatever your heart desires. If Regina fits, you plug her in. I only know the name, and am ready to love her. Hit me with the goodness.)

M. CHARLES: So I guess I'm a big Ray LaMontagne fan.

Really big. I'm going to go scoop up some more. Later. Firstly, here's your driveway song. I've been waffling. I've been on the fence. But here's the pro's -- This is a great song. It fits. The lyric, "On the radio, we heard November Rain -- that solo's real long, but it's a pretty song. We listened to it twice 'cause the DJ was asleep. Bum, buh-bum buh-bum," really speaks to me.

Also, this is the song that Amy and Liz will listen to the whole cd in the car just to hear. That's a big bonus.

I'm really only left with one song in my pocket -- which is great because we can just tag it onto our greatest hits box set and all our die hard fans will re-buy everything just to have it. Suckers. Just kidding, we'd be nothing without the fans.

Get your front door key ready. Here's #19: "On the Radio" by Regina Spektor.

Zing.

K. CHARLES: Shock and awe. You made the right choice, sir. No waffling necessary with this track. None at all. NONE. Because, if she doesn't deserve a spot here -- then hell, I don't know who does.

Hello, Ms. Spektor -- my name's Kevin. I'm very glad you could join us. Welcome home.

And with that... I'd like you to, in the words of the Pietasters, "set aside this special time of day during which you devote your time to this precious record." I love this last song. And, I really mean love. Not just "like". Love. Because, in addition to putting a big, silly, smile on my face whenever I hear it; in addition to making me feel like the sun is shining on my face whenever I hear it; it is a song that garnered an "oh-so-elite nomination" to my list of Wedding Songs. (Only the "not-fast-enough yet not-slow-enough for dancing" beat knocked it from contention.)

Love. That's what this song makes you want to do.

And so, if I haven't talked it up too much already, I give you #20: "Fresh Feeling" by Eels.

It's been a pleasure.

M. CHARLES: Aaaaaand, scene. That's. A. Good one. I wish my lady friend were here so I could buy her things and make love with her.