"I think Elliott's songs and The Spree's songs complement each other both chord and tone-wise, as well as with the goals of their music," says Thumbsucker writer-director Mike Mills. "In different ways, they both have written music that deals with being fragile. Yes, I think The Spree are all about fragility. As big and happy as they can sound, they're sort of 'The Fragile Army' to me."

For the album's liner notes, Mills wrote a paragraph entitled "How Tim DeLaughter and The Polyphonic Spree Saved Me." In it, he tells the story about Elliott Smith's involvement in the movie's soundtrack and how difficult it was for him to carry on after learning of Smith's tragic passing. "In the months after his death, I would hit many hard times during the editing of the film," Mills recalls. "I went through a lot of doubt and would remember that Elliott liked it enough to work on it and that I had to keep going."

Months later, Mills and a friend went to a Polyphonic Spree show and found it to be a life-altering encounter. "It's an amazing, physical, spiritual experience that changed all the molecules in my body," he wrote. "I felt like Tim and the band were saying to me, why not be happy? I realized that this was the feeling I hoped people would have about the film as they walked out of the theatre-a willingness to be positive and to be a little more vulnerable. I hoped The Spree would be the light at the end of the tunnel for both me and the film."

A meeting was arranged and DeLaughter was brought on to pen the soundtrack. Says Mills, "To me, it feels like Tim is playing when he makes music, like some crazy genius kid playing with toys. That's why their music feels so alive and that life got pumped into the film. The Spree saved Thumbsucker."

DeLaughter's songs are moody and kaleidoscopic, filled with swirling melodies and soothing vocals. The Spree's choir backs him on the majority of the album and the horn, flute and most string passages feature various Spree players. The only track to feature the entire 24-member Polyphonic Spree is "The Call of the Wild," which Mills describes as "a punk Spree song."

Recalling its genesis, DeLaughter says, "We were on tour and in the middle of soundcheck-in a church (!)-when Mike called and said that he needed a 58-second punk rock song that evening. In the hour that followed, I wrote, recorded, mixed and e-mailed that track to him."

Asked to compare the difference between writing a Spree album and composing a soundtrack, DeLaughter says, "I watched an early edit of the film, which led to a very focused burst of writing in my bedroom and at the home of Spree bassist Mark Pirro, who engineered the album. I took more of a minimalist approach with these songs than I would with a Spree album."

For one of THUMBSUCKER's cuts, "Debate Montage," DeLaughter re-worked an old song from his previous band, Tripping Daisy. "It was originally called 'Foot Dance' and appeared on our final album," he recalls. "Most of the track was re-recorded for the film. I did keep the original drum track, which was performed by Ben Curtis, who's now the guitarist in the Secret Machines. The rest was created over that."

Among the album's many highlights is Smith's beautifully melancholic "Thirteen" and his stunning cover of Cat Stevens' "Trouble" from 1970's Mona Bone Jakon. About the latter, Mills says, "One of my favorite films is Harold and Maude, which features an amazing soundtrack by Cat Stevens. Many years ago, I showed my Thumbsucker script to Elliott and thought he was the voice inside the lead character's (Justin) head and that he could create an amazing soundtrack of covers, including 'Trouble.' Elliott seemed fragile but very funny and positive about life. He talked about identifying with Justin's character and was into the vulnerability I was trying to communicate. His cover of 'Trouble' is amazing."

Thumbsucker opens in New York and Los Angeles on September 16th. The film, based on a novel by Walter Kirn, is an honest and funny look at the struggles of people who feel deeply flawed, both those in youth and middle age. They yearn to be anything but their real selves with their real fears and doubts. Instead, they want to be "normal." They look for magic answers to fix themselves - only to realize that they can't be someone else, that "normal" does not exist, and that their flaws are what make them human and loveable.

The film marks the directorial debut of Mike Mills and stars Lou Pucci, Tilda Swinton, Vincent D'Onofrio, Keanu Reeves, Benjamin Bratt, Kelli Garner and Vince Vaughn. Thumbsucker is a This is that, Cinema-go-go and Bull's Eye Entertainment production.

THUMBSUCKER

Original Score Written and Performed by TIM DELAUGHTER and

THE POLYPHONIC SPREE

Additional Songs by Elliott Smith

1. The Crash
2. Scream & Shout
3. Slow Halls
4. What Would You Let Go
5. Empty Rooms
6. Wonderful For You
7. The Rebecca Fantasy
8. Elliott Smith - Thirteen
Written by Alex Chilton/Christopher Bell
Published by Almo Music Corp./Koala Music (ASCAP)
From the Film "Lucky Three, A Portrait of Elliot Smith" by Jem Cohen

9. Pink Trash Dream
10. The Green Lights
11. Debate Montage (Compliments of Tripping Daisy)
12. Elliott Smith - Trouble
Written by Yusuf Islam
Published by EMI April Music Inc. o/b/o Cat Music Ltd. (ASCAP)
Courtesy of Geffen Records under license from Universal Music Enterprises

13. Skinny Dip
14. Sourness Makes It Right
15. Some Of The Parts
16. Matt Schraam
17. Elliott Smith - Let's Get Lost
Written by Elliot Smith
Published by Spent Bullets Music/Careers-BMG Music Publishing (BMI)
Courtesy of Anti, Inc.

18. Justin's Hypnosis
19. The Call of the Wild *
20. Wait And See
21. Move Away And Shine
22. Acceptance
23. Move Away And Shine (In A Dream Version) **

* Recorded and mixed by Dave Willingham at First Unitarian Church in Philadelphia Spring 2004

**Produced and mixed by John Congleton and The Speekers in Dallas, TX at Maximedia Studios summer of 2005

** Instruments: Matt Bricker-Trumpet, John Congleton-Electric Guitar, Tim DeLaughter-Lead Vocals, Piano, Organ, Keyboards, Drums, Audrey Easley-Flute, Mark Pirro-Bass and Acoustic Guitar, Mike St. Clair-Trombone