Neil Gust, formerly of Heatmiser, and his new band, No.

2, take a decidedly pop approach on their debut album No Memory, as evidenced by the song titles "Pop in C" and "Pop in A Minor." No.

2's pop isn't some sort of clichéd, power pop though.

It's more of an intelligent, guitar-driven pop with a slightly subdued quality, part of which comes from Gust's understated vocals.

Although the band has their own sound, there's still a notable Heatmiser influence, with former bandmates Elliott Smith and Sam Coomes lending a hand on a few tracks.

Coomes plays bass on "Never Felt Better" and "Nobody's Satisfied," both sing backup on "So Long," and Smith sings backup on "Critical Mass." Smith also mixed the majority of album.

Part of what makes No Memory so appealing is the combination of catchy hooks and lyrics of confusion, despair, and emptiness, which almost masks the darker emotions underneath.

For example, in the rollicking "Pop in A Minor" the simple chorus "don't know where I belong" is repeated in a sing-song way, almost disguising the song's disgruntled theme.

Another upbeat track, "Nobody's Satisfied," describes a breakup and has the lonely chorus of "Last call/Another long walk home/Nobody wants to tag along." The listener can relate to the themes without having to wallow in them.