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2001 might be remembered as the year when popular music began its long uphill climb out of the gutter of crass commerciality. Or maybe not. To hear MTV and the like tell it, "the year that was" centered around the exploits of a handful of teen queens and exceedingly well-polished hip-hop and R&B stars. But for the faithful, there is another story to tell - a story of a year when rock was reinvigorated, true soul music cracked the charts, and a handful of senior citizen rock legends made music worthy of their reputations. Yes, Britney and her ilk grabbed the headlines, but popular music fans might have noticed a subterranean rumbling, a shift in the landscape; suddenly, it seemed, people were making records that mattered again.

Many of 2001's finest musical offerings came courtesy of artists with little pretense to massive commercial success. Still more were the product of artists whose volitional artistic left turns proved that one need not follow a strict formula in order to create a sound that speaks to the masses. A handful of artists boldly embraced tradition, but kept an eye on the future, and in the process, they introduced a whole new generation of listeners to an idiom they might not have been exposed to otherwise.

While it remains true that what sells the most copies is not necessarily what has the most artistic merit - or even purity of expression - enough outstanding records were released this year to warrant a sense of optimism among music lovers who've had their fill of the brazen and the banal. The following are a few of them.

1. Nick Lowe, "The Convincer" (Yep Records). Although "The Convincer" didn't make much of a dent in the Billboard charts, it snags record of the year honors hands down, based on the timelessness of its songwriting, the hard-earned passion of its delivery, and the soulfulness at its core. Lowe is one of the unsung heroes of post-Beatles songmithery, and "The Convincer" is his strongest collection of songs to date. A smidgen of Nat King Cole, a dash of Memphis soul, a touch of George Jones-like country, and a veneer of British pop combine to form a record as close to flawless as 2001 allowed.

2. Ryan Adams, "Gold" (Lost Highway). The former Whiskeytown frontman delivered on the promise of his solo debut, 2000's "Heartbreaker," with a sprawling two-disc set that ran the stylistic gamut from Gram Parsons-inspired cosmic Americana to Dylan-esque grandiosity, along the way checking in with enough grit to satisfy fans of Exile-era Stones and the Neil Young of "Everyone Knows This Is Nowhere." Adams' ability to deliver narrative based song-poems with instantly winning melodies and a voice as honest as it is nicotine-ravaged had the critics - this one among them - hailing him as the rebirth of the great American rock songwriter. One is inclined to believe that the best is yet to come.

3. Tool, "Lateralus" (Volcano). With "Lateralus," Tool proved that heavy rock needn't be idiotic to be visceral and powerful. A moody, twisted, craggy affair, the dense sonic underpinnings of the album somehow served to beautify the rather ambitious, complex compositions. Tool, led by vocalist Maynard James Keenan and guitarist Danny Carey, made the most significant heavy metal statement of the past 20 years, precisely because they masterfully blended light and shadow to create a soundscape as dynamic as it was wallopingly visceral. What separates "Lateralus" from the overabundance of aggressive rock albums released this year? Tool's blend of progressive rock trickery, grandiose themes and a lyrical thematic core that attempts to unearth the beauty buried within ugliness. An ambitious effort that payed off for listeners willing to invest themselves.

4. Joe Henry, "Scar" (Mammoth Records). Although Joe Henry's biggest claim to fame may be that Madonna is his sister-in-law, "Scar" proved there's no shortage of talent on Henry's side of the family. A stark and cinematic collection of achingly gorgeous love songs, "Scar" cuts as deep as the listener will allow. Equally adept at making the obtuse seem everyday, ("Richard Pryor Addresses a Tearful Nation") or turning a Bossa Nova into a twilight caper, Henry - with the aid of avant garde saxophonist Ornette Coleman, hot-shot pianist Brad Mehldau and erstwhile Tom Waits guitarist Marc Ribot, among others - made an album unlike any other released this year in its ability conjure images of sublime heartache. A deep blue record for a deep blue year.

5. Rufus Wainwright, "Poses" (Dreamworks). Rufus Wainwright ups the ante posited by his self-titled debut with "Poses," an album that bathes the listener in an imagined off-off Broadway musical aglow with neon and thick with the scent of freshly lit cigarettes. Wainwright's gifts are prodigious, to be sure, but his elegant vocalise never weighs down the buoyant melodic centers of his finely crafted paeans to love lost and love nearly forgotten. Enchantingly arranged and smartly produced, "Poses" offers further proof, should any be needed, that the reign of the singer-songwriter is far from over.

6. The Strokes, "Is This It" (RCA). The backlash began before the album was even released, it seemed; who were these New York City scamps who had so adroitly appropriated the elegant wooziness of the Velvet Underground and beat it about the head with snippets of '60s garage rock and '70s New Wave? Surely this must be the product of some record label pre-fabrication based upon countless focus groups and listener polls! The truth is, however, that "Is This It" rocks hard, fast and true, and is largely deserving of the critical accolades heaped upon it. Will the Strokes' second album measure up to the hype inspired by their first? Or is the critical hoopla surrounding them indicative of a thirst amongst the listening public for a dirty, gritty rock 'n' roll band? Either way, we, the listeners, are better for this album having been released.

7. Radiohead, "Amnesiac" (Capitol). So they've reinvigorated rock by deconstructing it. Big deal. But "Amnesiac," hyperbolic subtext aside, is an immensely interesting album, largely because Radiohead makes the train wreck that is their career so damned enjoyable to gawk at. It would be stretching the limits of plausibility to approach tracks such as "Life In A Glass House" as pop songs, but regardless, "Amnesiac" proved Radiohead would have no problem delivering the goods for fans of esoteric art-rock. Sure, they need to give us another album of "songs as songs," a la "The Bends," but in the meantime, this detour into self-indulgence remains a lot of fun. "Knives Out" indeed.

8. Bruce Springsteen & the E Street Band, "Live in New York City" (Columbia). The tour, the reunion, the songs - Springsteen gave his diehard fans what they wanted last year, and in the process, proved he is more than likely the only songwriter working today who still believes that rock 'n' roll can change the world. The E Streeters are in rare form here, wrapping their collective fist around Springsteen's folk-based tales of hard-earned faith. And in "Land of Hope and Dreams," Springsteen offered us one of his finest tunes, in the guise of a prayer. Do we need this now? Listen and decide for yourself.

9. Mercury Rev, "All Is Dream" (V2). The Buffalo-based band that truly matters, Mercury Rev continued to rewrite the annals of art-rock with "All Is Dream," its follow-up to the flawless "Deseter's Songs," an album that found the rock cognoscenti tripping over itself to claim them as Messiah. More string arrangements from left of heaven, more esoteric ramblings from Jonathan and Grasshopper, more "Pet Sounds" references for the rock geeks among us; "All Is Dream" satisfied on all levels, and if it seems a bit of a letdown after "Deserter's Songs," it's only because that album so thoroughly encapsulated the idea that post-rock could still celebrate the glory of rock history. The band that matters the most? Could be.

10. Tie: Bob Dylan, "Love and Theft" (Columbia) and Paul McCartney, "Driving Rain" (Capitol). Yes, I'm well aware that discussing these albums in the same paragraph might appear as sacrilege to the faithful Dylan-ite. But both Dylan and McCartney offered the public fairly complete masterpieces this year - Dylan's a cranky and vibrant tour through Americana, McCartney's an endearingly open-hearted bird's-eye view of a soul in torment seeking rebirth. Dylan reminded us that no other songwriter can wrap himself around a melody quite like he can. McCartney reminded us that, despite being labeled the sap of the Beatles, his songwriting and bass-playing chops have not withered with age. Together, "Love and Theft" and "Driving Rain" made it clear that growing old in rock 'n' roll needn't be a shameful process. Do Dylan and McCartney still have something to offer? Clearly.