By Raoul Hernandez

APRIL 19, 1999:  Maybe it was the mirror ball hanging from the Continental Club ceiling, and the way the light reflected off of it -- glittering, sparkling, turning the already mood-lit South Congress nightspot into an undersea grotto. The tables in the front half of the club were full, the seats along the bar occupied, as well as those few stools between the two bathrooms, but the dance floor and bandstand in front of the stage were empty, lending the room an intimate atmosphere despite the fact it looked empty -- like you were peering into an aquarium without any fish. Maybe it had something to do with the calendar coughing up Friday the 13th.

Had you kept your nose pressed against the glass long enough, however, kept staring at what looked like four little figurines onstage, you'd have seen they weren't plastic at all. They were alive! And playing music. Had you been in that underwater wonderland, an enchanted cocoon of sound -- spellbound -- you'd have heard a sound that exists only in the past, only in film noir, only in memories and in dreams. Maybe it was the theremin, and how the pedal steel player hunched over it on the darkened Continental stage drawing forth its underwaterly, otherworldly sounds before turning back to his other instrument to coax its lonesome cry. Maybe it was the guitar player sitting in a chair across from the steel player, and the way his big, red hollowbody guitar hummed with the neon sounds of nightfall.

Maybe it was "Sleep Walk."

When the shadowy fourpiece ended their 60-minute set with Santo & Johnny's timeless instrumental, a dreamy, swooning ode to somnambulism -- the aural embodiment of said nocturnal phenomenon -- the spell they had cast was complete. A Number One hit from 1959, written and recorded by Brooklyn pedal steel/rhythm guitar duo Santo and Johnny Farina (with a compositional assist from sister Anne Farina), "Sleep Walk" encapsulated every mood, sound, and emotion sought by the quartet on the Continental bandstand; they were Santo & Johnny that June evening, conjuring a time caught between the black-and-white Fifties and the Technicolor Sixties. A lonesome, melancholy sound, rising from the ocean floor to the desert sky. And when it was over, the warm summer night outside seemed transformed -- full of magic.

"I remember it totally different," says Bill Elm, the pedal steel player that night. "I just remember problems, like the kick drum blowing up on the first song. Actually, that was the last show of the tour. We did a record release when we got back to L.A., but that was pretty much the last real show with that band."

Bill Elm photograph by John Carrico

Nearly two years after that June '97 show, Elm sits in a South Austin apartment with his nine-week-old daughter Laurel and wife Roggie, who sits at the couple's computer booking tour dates for her husband's modern equivalent to Santo & Johnny -- Friends of Dean Martinez. Running her own booking agency, RajiWorld Productions, Roggie asks Bill if he wants to venture to Cleveland after he plays the Bell/Atlantic Jazz Festival in New York. She explains that demand for the band is high given that they haven't toured in a couple of years and have finally released a new album, Atardecer, on respected avant-garde jazz indie Knitting Factory. They agree Cleveland is a good market, and that the upcoming tour will kick off in early June, in Elm's new home base -- Austin.

Austin?

"My mother is from Austin," says the soft-spoken Elm. "My brother was born here, and this is where my grandmother still lives. I have a lot of family here. My grandmother's house, which is right up there on Barton Hills, is the same house where my mother grew up. There's a little guest house out back and that's where I recorded this record -- right across the street from where Roky Erickson grew up. My mom is the same age as Roky. They went to elementary and junior high school together."

Born in Okinawa, Japan, his father in the Air Force, and raised in Tuscon, Ariz., starting from age 11, Elm spent parts of his childhood in Austin, returning during his summers away from high school. It was in the capital city's live music venues, therefore, that budding guitarist Elm got an education, his grandmother delivering him to and from Sixth Street and assorted clubs so he could see the likes of the Tailgators, Dash Rip Rock, Joe Ely, the Wagoneers, and "all the blues guys at Antone's": Albert Collins, Buddy Guy, Jimmy Rogers, Hubert Sumlin, and his favorites, Jimmie Vaughan and the Fabulous Thunderbirds. Later, Austin was also where Elm bought his first Santo & Johnny records -- at Antone's Records -- not to mention where he got the LSD to go with them.

"I had gotten the records and somebody had given me some acid," recalls Elm, "and I was listening to their version of 'Over the Rainbow,' which I thought was just the coolest thing, and decided, 'That's what I want to do.' I already had a little lap steel guitar, which sounded so spooky."

Reasoning that there couldn't many vinyl hounds scouring record store used bins for long out-of-print Santo & Johnny albums priced at $25 and up -- and believing there probably should be -- Elm brought his vision for a modern model of the Farina brothers back to Tuscon. Following a brief stint with local rock & roll institution Naked Prey, Elm put together the first incarnation of the band, employing a second guitarist and drummer Van Christian, who coined the name "Friends of Dean Martin" as a nod to the lounge movement. After a half-dozen or so gigs -- and one particularly bad one -- Elm shelved the project, dusting it off later when Howe Gelb's traveling musical circus, Giant Sand, rolled back into Tuscon.

One-half of the shuffling, sleepy Sand's rhythm section, it was bassist and multi-instrumentalist Joey Burns who persuaded Elm to rekindle his Friendship with pedal steel, the two jamming together as often as possible. When the Friends' other guitarist objected to Burns joining the band and quit, the bassist picked up a guitar instead and the trio began anew. Taking note of the pedal steel player, Gelb asked Elm to join Giant Sand in 1994, the head Sandman designating a portion of his band's shows to a mini-set by the Friends (captured on Backyard Barbecue Broadcast from 1995). That same year, after a Giant Sand date in Boston, Sub Pop approached the Friends about cutting a single. Pressing 1,000 7-inches of "Sway," backed with a cover of Santo & Johnny's "Seashells" (originally on Backyard Barbecue Broadcast), Sub Pop was pleased enough with the results to outbid Restless Records for the Friends' debut full-length. First, however, somebody needed to get permission to use the name, so someone sent the 45 to Dino himself.

photograph by John Carrico

"Yeah," says Elm. "It shouldn't have been. But that was by the girl who worked at Restless, who was a friend of the band. She was trying to help us get ahold of Dean Martin's people, so she mailed off the record, not realizing that we didn't want to pretend we were going around using the name already. Sub Pop wouldn't release the first record without getting written permission to use his name, so I made him a copy of the record, and wrote a letter saying we were a cover band and we played Dean Martin and wanted to play weddings and bar mitzvahs. She had, separate from all this, sent Dean's people that, and they said they wouldn't sign off on it. They said we could use the name, but if they started seeing it advertised or if we started selling records with it, they might have a really big problem."

With the inspired addition of "ez" to the Rat Packer's out-of-bounds appellation, the Friends of Dean Martinez, which now included Burns' partner in rhythm John Convertino on vibes and percussionist Tom Larkins, recorded and released The Shadow of Your Smile in 1995. A beguiling, oftentimes haunting journey along the backroads of an era long past, The Shadow of Your Smile was universally lauded as the perfect realization of some mythical Southwestern sound -- a lonesome desert cry defined by pedal steel. Unfortunately, the band was limited to one sole tour because Burns and Convertino were too busy with Giant Sand, which Elm had quit by this point. That tour, an opening/backing band gig with Vic Chesnutt, went poorly, if a stop at the Electric Lounge that fall was any indication.

"That tour was awful," groans Elm. "I wanted to have a band at that point, but everybody was like, 'Oh, we're sidemen. How much are we gonna make?' Everybody was fighting. And the thing is, we had never been happier than when we went on a tour of California and didn't make a penny. I paid for all the gas, and we stayed at people's houses. We didn't make any money, and everybody got along great. It was fun. Then, all of a sudden, we got a record out, it's getting reviewed, we're going on a national tour with tour support, and nobody can stand each other; there's not enough money to go around."

Money also ended up torpedoing the Friends' second album, 1997's Retrograde, which Sub Pop released without warning after a label shakeup left the group without A&R support. Not that the group has survived recording the album; Elm, who had moved out to L.A. in hopes of getting more session work, fired the band upon receiving an e-mail from the label with thoughts on the new album. New album? According to Elm, Burns and Convertino, who were already hard at work on a side project closer to their hearts, Calexico's second album, The Black Light, had sent in their version of Retrograde to the label. When the ensuing split found Burns and Convertino walking off with half the material from Retrograde, the album suffered, ending up a somewhat rockier ride than The Shadow of Your Smile.

photograph by John Carrico

Moving to Austin in the December 1997, Elms struck up a dialogue with Knitting Factory on the convention center floor at last year's South by Southwest trade show. Almost exactly one year later, asked what type of sound he was trying to capture on the new album, Elm points to a framed, blown-up photograph that adorns the cover of Atardecer (which translates to "late afternoon" or "dusk" in Spanish), the Friends' best effort to date; if the band's first two albums traveled through similar Southwestern vistas, then so too does Atardecer -- Southwestern vistas on Saturn! Playing nearly every instrument himself, adding Moog synthesizer and theremin to the recorded mix, Elm has not only updated Santo & Johnny's sound, he's transported it into the 21st century.

"Maybe since I grew up in Tuscon, I don't get the 'desert-y' kind of thing as much," shrugs Elm. "Like when people describe the music as 'Southwestern-y,' to me, it just sounds like music. I like the way that picture makes me feel looking at it."

He points at some of the other framed pictures on the wall of his living room, decorated not unlike the Continental -- Fifties hip. Later, upon request, Elm brings out all his Santo & Johnny records, spanning the late Fifties to the early Seventies, each album cover frozen in its own time.

"I really don't know what I wanted it to sound like," puzzles Elm. "I knew what I didn't want it to sound like. I didn't want it to be like 'Seashells.' I wanted it to sound more like the 'Retrograde' song [another Santo & Johnny cover]. I guess I wanted it to sound like I felt when I was listening to 'Over the Rainbow.'"

And maybe "Sleep Walk."

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