Painkillers: Nathan Snydacker (from left), Chris Dye, Jeremy Bolen, the late Chris Saathoff and Greg Sharp of Chin Up Chin Up.

It's cold, the sky is spitting rain, and I'm driving a dead man's car across Texas to see Chin Up Chin Up. The Chicago quintet is playing tonight in Denton, north of Dallas, and since I just spent Thanksgiving with my girlfriend's family in San Antonio, I figured I'd trek up and interview the band in person. The catch? I'm driving back to Denver solo in a silver Buick Century that belonged to my girlfriend's stepdad. He died three months ago. I never got to meet him. Still, his absence has loomed over the trip, an almost oppressive void that seemed to haunt every festive intent of the holiday.

Chin Up Chin Up has a ghost of its own. Last February, as he and his girlfriend were leaving a show at the famed Empty Bottle in Chicago, the group's bassist, Chris Saathoff, was hit and killed by a drunk driver. The SUV dragged him for two blocks before finally relinquishing its grip, and he was pronounced dead at the scene. He was 26. Such senseless, random tragedy is enough to break any band apart. But Chin Up Chin Up pulled itself back together, finished the album it was writing, and is currently on tour promoting its gorgeous debut full-length, We Should Have Never Lived Like We Were Skyscrapers. A depressing title, no matter how you slice it. But as it turns out, the act has managed to keep its head above water -- even while sunk in a flood of grief.

Fittingly, Denton is a swamp of sleet and mud as I pull off the highway and into the desolate industrial area that houses Rubber Gloves, the venue for tonight's show. It's literally across the tracks, sandwiched between a rail yard and a processing plant. But inside, it's an oasis: the Smiths on the jukebox, Tecate in the can and every manner of confused youth and washed-up hipster infesting its dank, grimy confines.

A few minutes later I find the five of them -- singer/guitarist Jeremy Bolen, guitarist Nathan Snydacker, keyboardist Greg Sharp, drummer Chris Dye and new bassist Marc Young of Kansas's renowned Appleseed Cast -- hanging out near the stage. Introductions are passed around, and soon the band goes on. It's a funny sight, and sublime, too: Five Midwestern dudes in plaid thrift-store shirts and various states of hygienic neglect pouring their hearts out in the shape of dense, arty pop songs. They begin with their record's opening track, "Why Is My Sleeping Bag a Ghetto Muppet?" It's as surreally vivid as its title, an emulsion of clattering rhythm and pinprick guitar. It's hard to remember the last time words like "drywall" and "trifecta" were uttered with such swooning poignancy. On the CD's version of "Sleeping Bag," vibraphone is provided by Aloha's Cale Parks, and Roby Newton, formerly of Milemarker, sings backup. But here in this clammy Texas dive, Chin Up strips it down to a skeleton of melody and melancholy, a faint pulse of song that seems to shudder with each halting breath.

"We're all basically from emo bands or math-rock bands, but we wanted to play music that was softer and more poppy," Bolen explains later, after he and his comrades have wrapped up their short yet infinitely graceful set. We're in the club's "green room" -- more like a closet, really -- sitting on ratty, cigarette-pocked furniture. Everyone is huddled close except for Young, who perches on the arm of the couch with his back half turned. You have to wonder if he feels a little awkward, being the new guy thrust into interviews that focus mainly on the man whose shoes he's filling. But Young was a friend of Saathoff's, too, and had even stood in briefly for the bassist on tour. Still, that didn't make it any easier last spring when he appeared with the reborn Chin Up for the first time at the Empty Bottle in front of a packed house of Saathoff's friends and relatives.

"I've never been more nervous in my entire life," Young admits. "I played a show with Appleseed Cast once in front of 3,000 people, but it wasn't as scary as playing this show in front of 400 people at the Empty Bottle."

As traumatic as Saathoff's loss was to Chin Up, the group was jolted back to life by a force that could not be ignored: his parents. Brad and Marlene Saathoff, who live in the Boulder area, arrived in Chicago the day after their son's death and immediately began to implement a plan they'd come up with on their trip, a non-profit project called the Chris Saathoff Foundation that aims to supply instruments, lessons and a sense of community to aspiring musicians. Their first priority was to organize a series of benefit shows for the organization, with Chin Up as the headliner. Although paralyzed by shock and grief, the band found it a hard offer to refuse.

"When his parents came and said, 'We want you to keep going,' it just kind of cemented it for us," Snydacker notes.

Nolen agrees: "Losing your bandmate is like losing your brother. We all spend more time with each other than with anyone else, either touring or practicing or writing songs or just hanging out. But his parents were very adamant about us continuing as a band, and those benefit shows became this driving force. We just had to keep going."

The next step was to complete We Should Have Never Lived. By a morbid coincidence, the group had finished mixing demos for the album the day of the accident. Armed with encouragement and a handful of practice tapes, Chin Up went into the studio and painstakingly pieced the ten songs together using as many of Saathoff's bass lines as possible, with Snydacker re-creating what couldn't be sampled directly from the demos.

"It was extremely important that we keep as much of Chris's stuff in there as possible," Dye stresses. "He was so much a part of that entire process, even though he wasn't around when we finished those songs."

"Getting this record done really helped us get through things," Nolen remarks. "It created a little bit of closure in the situation. Not that it's a closed door, but having this permanent record and finishing this thing that we started with Chris definitely helped."

"We had to do whatever we could to help keep Chris's spirit alive," Snydacker says. "And that's that we did with this record. We tried to keep as much of him alive in it as we could."

After the show ends and the club shuts down, we all end up in a dumpy Motel 6 off I-35, downing a twelve-pack of PBR and some godawful wine in a box. As often happens under the influence of such stuff, the talk turns to friends, both present and absent. "One of our song titles, 'Get Me Off This Fucking Island,' is a quote from Chris," Bolen points out. "He went on a trip way to some island way up in the Upper Peninsula of Michigan. He was having the worst time of his life. He was a really mellow, easygoing guy, and nothing bothered him too much, but for some reason, he got real drunk and started yelling, ŒGet me off this fucking island!' He just flipped."

Sharp then relates a couple of anecdotes about being on tour with Saathoff -- something that involved switching jeans with a girl and an assault with a magic marker.

"Did Chris get chiefed?" I ask.

"More like Smurfed," Sharp corrects. "We wrote all over him with a blue marker. He tried to take a shower, but the ink just ran down all over him. The whole rest of the day, whenever he sweated, blue showed through the armpits of his shirt.

"Chris was down for anything," he adds. "He was the perfect partner in crime." And maybe it's just the effect of booze and fatigue, but Sharp isn't at all downcast at the memory of his departed friend. He's grinning from ear to ear.

The next morning, hung over and sore, I crawl back into the Buick and start the twelve-hour drive home. It's still pouring like hell, a half-frozen deluge that fogs up the sky like angels' breath. I throw We Should Have Never Lived in the CD player and let its dreamy, numbing tones flow over me like an avalanche of slush. Replaying the events and conversations of yesterday in my head, I remember the guys in Chin Up Chin Up wanting to make it perfectly clear that -- in an era where it's pretty uncool to have a moniker that literally represents your music -- they weren't joking around when they came up with theirs.

"There's definitely no irony involved with the band name at all," Bolen asserted. "I had always been in bands with really hard-to-spell names, so I really wanted one that was super simple. You might love it; you might hate it. But you're going to remember it."

"When Jeremy came up with the name, we were all kind of hesitant," Snydacker confessed. "It just sounded kind of funny. But it fits us really well. We write pop songs, but they're still a little bit morose. But, yeah, the whole idea always was, 'Keep your chin up.' You know what I mean? Persevere. Get through it."

Good advice, because out here, the rain just won't stop falling.

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