This is the third installment in this unusual big band's tribute to Frank Zappa, the iconoclastic composer who chose pop as his genre of preference but whose talents were far ranging.

Transcribing Zappa's work off the recordings, Palermo and company have managed to make some very interesting big band charts that are convincing in their cross-over effect. What we get is some tight big band playing with lots of meter shifting, rapid-fire riffing followed by quickly modulating stuff � the best example of all this comes in "Echidna's Arf (Of You)" � that is organically threaded by some first rate, skillful instrumentalists who are obviously also having lots of fun.

The playfulness is totally apt, since we're talking about American pop's crown prince of satire. But, at the same time, this is serious music with lots of bite, provided by the original compositions and respectfully conveyed by the musicians. For example, the sixteenth note runs of "Regyptian Strut" require clean, precise playing, but the insouciant rock backbeat keeps it simple and grounded at the same time.

"Don't You Ever Wash That thing," has some of the session's best moments of swing, while "What's New in Baltimore" is a multi-faceted piece that shifts from an intricate odd meter big band vamp to a small jazz combo swing section and back. The circus theme of "Let's Move to Cleveland" is delightful Zappa-esque fare at its best, with background figures during the solos that are always appropriately quirky.

Palermo's saxophone is one of several voices here; other soloists include Bill Staub on tenor sax, John Hines on trumpet and the trenchant guitar of Bruce McDaniel. The whole set is closed by an arrangement of "America the Beautiful," fitting in an offering of tunes by a composer who had a lot to say about American society, both critical and flattering. While this is serious music of a high caliber, it is down-to-earth, accessible and fun, fun, fun.