There certainly wasn't anything wrong with the vintage-pop-with-a-low-fi-twist that Saturday Looks Good to Me perfected over the course of five albums and many, many singles. However, it's also understandable why Fred Thomas would be ready for a change, especially after switching labels and recording studios for Fill Up the Room, and change abounds on the album. The most obvious difference between Saturday's earlier work and Fill Up the Room is that Thomas sings lead on nearly all of the album, and it takes some getting used to hearing his endearingly strained voice on rangy melodies like (Even If You Die on The) Ocean. But Fill Up the Room doesn't just have a sound that's different from the previous Saturday albums' charmingly lo-fi updates of '50s and '60s pop. This album is, well, filled with different approaches that might not have fit in the past, but make perfect, and perfectly whimsical, sense here. The opening track, Apple, announces the kinds of changes to follow: a winding, doo wop-influenced interlude, it sounds little like where Saturday Looks Good to Me -- or any of Fred Thomas' other projects -- have been before. He sounds liberated by the opportunity for change, and some of Fill Up the Room's most exciting moments are the most different. When I Lose My Eyes' epic swell and brass flourishes recall the Microphones' homespun-sounding symphonic indie pop drama (which underscores why K Records is such a good fit for Saturday Looks Good to Me). Make a Plan struts along on Latin-inspired guitars, telling stories about life's unpredictability, while Money in the Afterlife's streamlined rhythms and skipping, Afro-pop guitar melodies make it a standout. As the album unfolds, Fill Up the Room gets closer to Saturday Looks Good to Me's previous territory, particularly on the sunny pop of The Americans and Hands in the Snow, a bewitching kiss-off song that features Betty Marie Barnes' gorgeous voice caressing clever lyrics like "And I watch you drink invisible ink/So I won't know when you swallow your words." Thomas' ways with melodies and words are still the main attractions on Fill Up the Room, and songs spanning Edison Girls' cheery indie pop to the vulnerable, unsettling lullaby Come with Your Arms prove that those are constants in Thomas' music, no matter what else changes. Saturday Looks Good to Me fans who appreciated the spirit behind the music as much as its sound will enjoy all the curves Thomas throws on this album. Sweetly willful, cheerfully creative, Fill Up the Room truly is independent pop. ~ Heather Phares, Rovi

1		Apple
2		(Even If You Die On The) Ocean
3		When I Lose My Eyes
4		Make a Plan
5		Peg
6		Money In the Afterlife
7		The Americans
8		Edison Girls
9		Hands In the Snow
10		Come With Your Arms
11		Whitey Hands