In the biography Dino: Living High in the Dirty Business of Dreams, by Nick Tosches, Dean Martin comes across as far more than comedian Jerry Lewis's straight man. Rather, Tosches sees him as an empty vessel who, when filled with the hopes, fantasies and aspirations of those who revered him, became a pop-cultural deity--an exemplar of twentieth-century manhood. But as Dino concludes, Martin's image has changed for the worse. The final scene finds him broken, used up, a crumbling, isolated cynic left to linger in the glow of a television set until his body finally realizes that it's long past time to switch off. Tosches's words are brutal, unforgiving: "Even of the imaginings, only shadows remained. L'America: shadowings in the breeze. Life, death. Joy, sadness. After seventy-five years, it was all a rerun."

A depressing sequence, this--but for Bill Elm, steel guitarist for the eccentric instrumental quintet Friends of Dean Martinez (formerly Friends of Dean Martin), it didn't diminish the power of the earlier portrait. When asked about the tome, the normally soft-spoken Elm suddenly lunges from his shell. "I loved that book," he enthuses. "I think everybody should read it. For all these people who don't really know that much about him or never paid that much attention, it gives you a lot of perspective. It's not just that he's got a tremendous voice or that his acting was pretty good. It's a lot more. For me, reading Dino was like reading Hammer of the Gods. He was, like, his generation's Led Zeppelin."

There may be some satire in this statement, but not as much as might immediately seem evident. Sure, Elm--onetime member of the punky cult band Giant Sand--appreciates the absurdity of naming a band with no singer after a man for whom singing was a primary skill. But on another, more primal level, his admiration for Martin--for the way he wore a tuxedo and tippled martinis and ogled women with a penchant for putting their best glands forward--is poignantly genuine. Bill Elm, ill-kempt punk rocker from Tucson, Arizona, is not cool. But Bill Elm, honorary Rat Pack-er and modern-day soulmate of the man who was Matt Helm, most certainly is.

The concept that has resulted in the cheerfully eccentric Sub Pop disc The Shadow of Your Smile began to germinate in Elm's mind several years back, when he discovered the pleasures of Santo & Johnny, two Brooklyn-born brothers best known for "Sleep Walk," a 1959 chart-topper. Elm was particularly fond of Santo Farina's laconic skills on the steel guitar.

"Everybody's familiar with the steel guitar from country," he notes. "But it can do a lot of other things. And when you listen to Santo & Johnny, it gives you a whole new slant on what the instrument can be."

Suitably enchanted, Elm picked up a steel guitar of his own, then recruited drummer Van Christian (who also pounds skins for the act Naked Prey) and a second guitarist to assist him. "We basically were a Santo & Johnny cover band," he says. "We figured it was a good idea, because there aren't that many places to play in Tucson, and we thought doing this, we could play on a regular night or something and make some decent money."

Initially, the notion did not blossom quite as Elm had hoped. "Our first show, in November of 1993, was at the Arizona Children's Home--we opened up for Ronald McDonald," he remembers. "And we played one show after that, too. But it wasn't working out at that point, because we didn't really take the time to put anything together. We only had about five songs, and we weren't sure exactly where to go with it. We weren't taking it that seriously--or at least as seriously as we are now. However serious that is."

Unexpectedly, Elm's membership in Giant Sand was the key to bringing Friends together. Fellow Giants Joey Burns and John Convertino soon caught the Dino bug, and by the summer of 1994, this band-within-a-band had become a regular part of the average Giant Sand set. More than that: The combo started receiving more attention than the featured attraction. Elm, who left Giant Sand around this time, credits the turn of events to the neo-lounge movement, which began receiving national publicity in the last couple of years.

"We're pretty different from most of those groups," he points out, "and at first it kind of bothered me to be called a lounge band. But at the same time, I think that whole thing is responsible for where we're at. We were on the cover of Lounge magazine, out of L.A., and when the record companies saw that, they realized the potential. So even though I don't think calling us a lounge band is all that accurate, I don't mind it because of the way things turned out."

The subsequent contract with Sub Pop allowed the various Friends to maintain their associations with their primary bands: Hence, guitarist/bassist Burns and percussionist/vibes-and-marimba player Convertino remain in Giant Sand, while drummer Christian and percussionist Tom Larkins are still part of Naked Prey. But a major rub remained: Sub Poppers told Elm that he had to get approval from Martin's representatives before he could record under the act's original moniker. And that proved to be an impossibility.

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