In the early Seventies, singer-songwriter Jonathan Richman penned "Roadrunner," one of the great pop songs of all time. Entranced by the tune's indelible riff and celebratory lyrics, Warner Bros. executives ponied up big bucks to make Richman a star, but Jonathan, who grew up in the Boston area, would have none of that. He was less interested in fame and fortune than in expressing himself using the simplest musical tools at his disposal. As Richman told a writer at Interview magazine, "We have to learn to play with nothing, with our guitars broken, and it's raining."

Mark Sandman couldn't agree more. A musical conceptualist who's been part of the Boston music scene for years, Sandman has taken Richman's directive to heart in his latest combo, Morphine. The group sports three members, and only one of those (drummer Billy Conway) plays a traditional rock instrument. Instead of big guitars, Conway's imaginative trap work is supplemented by Dana Colley's baritone saxophone and Sandman's bass, which bears only two strings. To make his weird ax sound even weirder, Sandman plays it almost exclusively with a slide.

The resulting sound, as heard on the fascinating Rykodisc release Cure for Pain, Morphine's latest album, is, to say the least, deep. Bottomless, in fact. Thanks to the eccentric arrangements and Sandman's low-pitched vocals, the songs don't suggest rock as much as jazzy workouts from a previous era. Imagine the theme from Peter Gunn as interpreted by Jim Thompson, Cornell Woolrich and David Goodis and you'll be on the right track.

It took a while for Sandman to discover this fertile musical territory. He's played with a variety of Boston-area acts, including Treat Her Right, a blues-based combo, Hypnosonic, a psychedelic funk group that's still in existence ("We're kind of a secret band," Sandman says) and a country-and-bluegrass outfit. "I would say that heavy guitar-rock bands pretty much dominate the Boston rock world," Sandman notes, "but there are many other different styles of music being played, and all kinds of talented players. And there seems to be a tendency for people to start informal groups that might only play out once or twice, and to experiment with combinations of players and instruments and styles. And Morphine grew out of that atmosphere."

In fact, Sandman initially saw Morphine (which in its first incarnation featured Colley, then in a group called Three Colors, and drummer Jerome Deupree, a member of the highly regarded jazz act known as the Either Orchestra) as just another creative lark. The threesome consciously avoided the city's more popular rock venues in favor of gigs at corner bars, loft parties, after-hours clubs and other places where, Sandman says, "you could just fuck around."

The distinctive sound that emerged from Sandman, Colley and Deupree struck some listeners as a reaction against the guitar noise that was in vogue during the late Eighties and early Nineties. Sandman denies this interpretation: "We all played in guitar bands, and in some way that's where we're coming from," he says. "It's just a grouping of instruments that we stumbled across by accident that moved us, and we were encouraged to continue."

Indeed, Morphine became a favorite of the Boston avant-garde, particularly following the appearance of Good, an album released on the independent Accurate/ Distortion imprint. In 1992 those voting for the Boston Music Awards named the disc the indie album of the year. This plaudit caught the attention of Rykodisc, a Salem, Massachusetts-based label that has earned a reputation for the excellence of its reissues (it oversees the catalogues of David Bowie and Elvis Costello) as well as the work of signees such as John Trudell. The company agreed to reissue Good and contracted with the band to release future recordings.

The first album issued under this deal, last year's Cure for Pain, was an impressive work that avoided the charges of gimmickry often levied against groups outside of the mainstream. The reason is Sandman's songs, which (like Richman's) would sound memorable played on practically any instrument. The worldview expressed by Sandman is dark and humorous: On "Buena," for example, he portrays a seducer who's been possessed by a demon, while "Sheila" finds him telling the tale of the title character, who manages to turn her cat into a slave. Elsewhere, Sandman sets "In Spite of Me," a double-edged critique of a woman who her former beau says succeeded in spiting him, and "All Wrong," a portrait of a femme fatale with "black hair like ravens crawling over her shoulders," to sly, insinuating grooves that conjure up illicit affairs, back-alley rendezvous and tough-guy gloom as neatly as, say, The Postman Always Rings Twice.

Sandman is reticent to explore the meanings behind his compositions: "I'm not averse to the idea of telling a story in a song" is about the most you can get out of him. He concedes, however, that the strong sense of place that imbues his lyrics is no accident. When describing "Thursday," a ditty about a man who must leave town because he fears the violent husband of his lover has found out about him, he says, "In my mind's eye, I imagine that taking place in that area near Fairplay. It's beautiful there--and the clouds are so low."

Predictably, the linguistic and imagistic precision of Sandman's work has enthralled critics, who generally are more comfortable with words than music anyhow. Sandman is suitably cautious about the acclaim he's received. "It's nice that people like it," he says, "but to be honest with you, we can still get our T-shirts over our heads. And it's not like we're exactly a household name. Among music lovers, we're starting to get our name around, but beyond that, your basic Wal-Mart shopper probably hasn't heard much about us yet."

Less adventurous listeners may want to keep their distance; the few observers less than wowed by Cure for Pain complain that the album sounds monochromatic ("You could say the same thing about just about any rock band," Sandman correctly points out). Few, however, levy the same gripes against Morphine's club and theater dates. On stage, the trio is able to achieve a startling aural punch because of dynamic arrangements and the unmistakable skill of the players involved. Colley's saxophone is the group's musical backbone, but Conway's drumming, which is both swinging and rocking, and Sandman's positively cinematic presence combine to create a rock feeling without succumbing to rock cliches.

According to Sandman, most of the band's songs have been firmed up live. "When a song starts coming into focus, we'll start playing it at shows," he says. "We'll throw it into the middle of a set to see how it gets over. On new songs, the arrangements change every night. We watch how the audience is responding, and then try to remember the good things that we did."

The band currently is road-testing material intended for a follow-up to Cure for Pain; Sandman says Morphine has been recording tunes in a piecemeal fashion, adding that some of the new works will surprise fans. "I can't tell you about them," Sandman adds apologetically, "because then it won't be a surprise. But I can tell you that some of them are a little strange."

Perhaps Sandman's started using a broken guitar--and it's raining.
Morphine, with 16 Horsepower. 10 p.m. Saturday, May 14, Fox Theatre, 1135 13th Street, Boulder, 21 I.D., $8.40, 447-0095 or 290-TIXS; 9 p.m. Sunday, May 15, Fox Theatre, 1135 13th Street, Boulder, all ages, $8.40, 447-0095 or 290-

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