work are grouped together on Side 1, beginning with "Poor Richard." Here a clever bit of social commentary is humorously cloaked in Dylanesque metaphors, to the accompaniment of a murderous bass riff. "Silky Sam" is even better. Ferguson's portrait of a card sharp is full of surprises yet highly memorable. The writing and arrangement come about as close as one can to the Beatles' idiom without copying their style, and this time calls out the group's finest playing as well.

Guitarist Randy California makes a substantially greater contribution to this album than to the first one. He wrote or co-wrote five of the songs, and sings four (including the single, "I Got a Line on You"). His writing tends to be very simple, rooted in folk music; his lyrics especially have a unique innocence that makes a neat foil for Ferguson's clever creations. The most unpretentious of all is quite likely the best: "Darlin' If." California wrote this in 1965 for an electric group, the Red Roosters, which was really the first incarnation of Spirit, containing four of its present five members. The combination of country simplicity and modern sock-rock rhythm represents an evolution remarkably like what happened with the band from Big Pink 3,000 miles away. Randy doesn't quite have full control of his big voice yet, but his guitar break on this track is the best example of understatement I've heard yet.

California has some other epochal guitar breaks on this album as well. The one on "Poor Richard" is the most spectacular demonstration yet of his unique feedback technique. "It Shall Be," a jazz samba, has a very smooth chorus of Wes Montgomery-type octaves. "All The Same," and "Aren't You Glad" show his blues-rock chops to great advantage.

Since improvisation is so much a part of Spirit's sound, it's a bit of a jolt not to have much soloing from the other instruments on this album. But John Locke has a beautiful bit of impressionistic piano on "Drunkard," and Mark Andes' bass is splendidly wicked on "Silky Sam." Ed Cassidy does have one As on the first album, producer Lou Adler has brought in the veteran arranger-conductor Marty Paich to add strings and brass. The strings on "Darlin' If" and the brass on "Aren't You Glad" underscore the group's playing quite pleasantly without getting in the way.

"It Shall Be" doesn't fare as well; the group's sound, including the vocal and the guitar solo, gets swall