When A Perfect Circle [ tickets ]'s debut set, "Mer De Noms," surfaced in 2000, the group was often referred to as Tool [ tickets ] frontman Maynard James Keenan's "side project."

"Thirteenth Step"--which is cut from the same cloth as its predecessor, but features material that is predominantly more mellow--is a strong argument that Tool, whose last album was its most progressive and least radio friendly yet, is riding in the backseat now.

Core members Keenan, Billy Howerdel (guitar) and Josh Freese (drums), joined by new member Jeordie White (formerly Twiggy Ramirez of Marilyn Manson), have smoothed the very few rough edges that are evident on "Mer De Noms," and have turned in the mood-rock album of the year. Trance-inducing guitars and percussion are the backdrop for Keenan's perfectly layered and reverb-laden vocals, all of which coalesce in a mix that is even richer and warmer than that found on the rich- and warm-sounding "Mer De Noms."

Always moody, sometimes quirky, often epic, the material on "Thirteenth Step" is a captivating listen.

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