For a second, forget everything you already know about Panic At The Disco. That means forgetting that the band's 2005 debut A Fever You Can't Sold Out has sold over 2.2 million copies to date; that their video for "I Write Sins Not Tragedies" became a #1 hit on MTV and snagged one of the network's video music awards for best video in 2006; and, finally, erasing from your mind all of the sold-out clubs the band have played over the past three years and the ubiquity of Panic At The Disco's music-and mugs-on radio stations, television programs and magazine covers all over the world.

These days, a sensation like Panic At The Disco is something extremely rare and impossible to invent and for those two reasons alone, most bands in their position would stick to the same signature sound for their second disc. However, Panic At The Disco aren't most bands. Instead, the band-guitarist Ryan Ross, drummer Spencer Smith, vocalist Brendon Urie and bassist Jon Walker-decided to make the album they wanted to make for their sophomore release. While the album is equally as catchy and infectious as their debut, Pretty. Odd. sees the band digging through their parents' record crates to craft an expansive pop album that channels the ghosts of Brian Wilson and the Beatles as well as lesser-known pop sensations like the Zombies. However, for a while even the band weren't sure if Pretty. Odd. would ever come to fruition.

Panic At The Disco began writing the album a year ago, but after they'd written a solid batch of concept-driven songs, they stopped to reevaluate what they were doing and ended up deciding they were over thinking the process. "Instead of really throwing anything away, we decided to just move it to the side and approach the second record the same way we did the first record," Ross explains. "We tried to approach the songs individually and write songs that didn't sound like anything else we've written," he continues. "Now we're finally at the point where we can sit down and listen to the finished record and I know we're happy with it, so I think it was a really good decision-especially since we hope that we're going to have multiple opportunities to fully realize what our first idea was in the future."

That's not too say Pretty. Odd. isn't dripping with ambition-in fact, if anything, the opposite is true. From the bouncy and psychedelic first single (and accompanying video) "Nine In The Afternoon" to the spaghetti-western shuffle of the horn-driven "Pas De Cheval" and the straight-ahead pop genius of "Northern Downpour," Pretty. Odd. sees the band stepping outside their comfort zone to prove how much they've grown up since their debut, which was written when the members were just seventeen years old. "It wasn't a conscious decision to have older influences show through on this record, it just seemed like around the beginning of the sixties there were less subgenres, so it wasn't weird for songs to have a trombone part or violin part," Smith explains, adding that in some ways, his parents' dusty old records helped sonically liberate the band. "I think that will probably something that will stick with us after this record."

Another huge difference between these two albums is the fact that Pretty. Odd.'s basic instrumentation was recorded at the Palms Hotel in the band's hometown of Las Vegas, while the strings and mixing was done at the legendary Abbey Road Studios in London with the help of their producer, Grammy and Emmy Award winning arranger/composer Rob Mathes. "It was an amazing experience," Smith says, adding that recording the strings in studio two of Abbey Road was a pretty surreal experience for a band who had to call their label's owner John Janick to approve three hundred dollars to hire a trumpet player to play on their debut. "We're really happy with how the orchestration turned out on this record and that's probably the biggest change from the last album," Spencer confirms.

In the spirit of acts like the David Bowie and Pink Floyd, Panic At The Disco plan on continuing their tradition of elaborate stage shows and performances for the subsequent touring. However this time around they're finally confident in having their music speak for itself, which is an achievement the band have looked forward to since their inception. "I just hope that if anything people are open to the idea that Pretty. Odd. may not sound exactly like the first record," Ross explains. "All we can ask for is that people give it a chance because there are a lot of songs that sound very different, but I think it's more creative and more musically interesting than most of what is at the top of the charts right now."

We couldn't agree more-and we're sure you'll feel the same.

Some bands spend their whole careers just hoping to produce an album as complex, cohesive and creative as A Fever You Can't Sweat Out. Not Panic! At The Disco: They managed to get it right on the first try.

Before you grab a cold washcloth, let's diagnose what caused A Fever.

It all started in the suburbs of Las Vegas when 12-year-old Ryan Ross asked his parents for a guitar for Christmas. Not to be outdone, neighborhood pal Spencer Smith begged his parents for a drum set so the duo could start jamming. "Really, from that first year [playing instruments], all we really did was cover Blink 182 songs," remembers Spencer, laughing. The band eventually matured, moved on from all the small things and recruited classmates Brent Wilson and Brendon Urie on bass and vocals, respectively.

With the final lineup now in place, the newly christened Panic! At The Disco (from a line in the Name Taken song "Panic") started practicing in Spencer's grandmother's living room and began crafting the songs that would eventually make their way onto A Fever You Can't Sweat Out. With their flair for experimental instrumentation and intimately observant lyrics, it wasn't long before the band sparked the interest of Fall Out Boy's Pete Wentz, who brought the band to Decaydance/Fueled By Ramen, a label with a green thumb for new talent. "We really clicked with [Decaydance/Fueled By Ramen] and they understood what we wanted to do as a band," Ryan explains. "They gave us a lot of freedom to do what would make us happy with our music."

Soon after signing, things got serious and started moving forward at a rapid pace. Spencer and Brent finished high school through distance education; Brendon was taking classes during the day, practicing at night and barely scraping by his senior year; and Ryan decided to leave college at the end of his freshman year, causing a huge rift between him and his family. "When I told my dad I wanted to drop out and write music, he definitely flipped out. It was a battle between me being happy and doing what would make him happy." So minus the blessing of one father, the four friends packed up, left home for the first time and headed east to College Park, Maryland, to record their debut album with famed producer Matt Squire (Thrice, Northstar, The Receiving End Of Sirens).

"We didn't want to write a record that had 11 of the same songs on it," explains Ryan. In order to make sure that didn't happen, the band came up with the concept to divide the album in two halves: the first being futuristic, complete with drum machines and synthesizers, and the second being nostalgic, complete with Vaudevillian piano and accordion. "It was too extremes of influence being put next to each other: the most electronic music we have on the record and the most old, out-of-style music we have on the record." The band took pointers from some of their biggest — although not overt — influences: Third Eye Blind's melodic song structures (on "But It's Better If You Do"), Queen's theatric instrumentation (on "Build God, Then We'll Talk") and Counting Crows' vivid and narrative lyrics (on "There's A Good Reason These Tables Are Numbered Honey, You Just Haven't Thought Of It Yet"). "You wouldn't hear our record and say, 'Hmmm, these guys are influenced by Fleetwood Mac or Counting Crows, 'but those are our favorite bands," insists Spencer.

It's this split-brain approach to songwriting that has resonated with listeners young and old. The band has scored big with PureVolume (continually being on the site's Top 10 Signed Bands chart) and MySpace (reaching #1 on the indie charts), and when they returned to Las Vegas after recording, they played a hometown show (actually, the band's first live concert ever) and over two hundred people showed up. The boys' parents, especially Ryan's father, realized the band was more than just a fleeting hobby and eventually became card-carrying members of Panic! At The Disco's fan club.

Warning: Panic! At The Disco is not a trend. Prepare accordingly.