"Ugh," Whiskeytown's Mike Daly mutters, as he begins to describe the two-year delay in the release of the alt-country band's third full-length album, "Pneumonia. "It was like waiting in a really long

"Ugh," Whiskeytown's Mike Daly mutters, as he begins to describe the two-year delay in the release of the alt-country band's third full-length album, "Pneumonia. "It was like waiting in a really long line at the bank. No, not even the bank, the DMV."

Daly explains that he and his fellow Whiskeytown principals -- Ryan Adams and Caitlin Cary -- had an unforeseeable brush with bad timing in spring 1999, when they emerged from a Woodstock, N.Y., studio with the songs that would become "Pneumonia." The record's completion coincided with the unfolding of the Universal/PolyGram merger, which eventually caused the closure of the band's then label, Outpost, and complicated the highly anticipated release of "Pneumonia."

The Mercury Nashville imprint Lost Highway issues "Pneumonia" May 22, putting an end to this exasperating period for the band -- a period that Daly says was worsened by the fact that the at-times-beleaguered group was in such good spirits while recording "Pneumonia," perhaps its best album yet.

"It was such a great process making the record," says Daly, the band's 27-year-old multi-instrumentalist. "Outpost was excited, and we were excited. And then everything just grinded to a halt. It was so hard to work on something so passionately and then have this happen."

Though admittedly "blown away" by the album ("It was everything I hoped for and more"), former Outpost A&R man Mark Williams says that when Whiskeytown finished "Pneumonia," Outpost -- a farm-team-like label that broke such previously unknown acts as Days of the New and Crystal Method -- decided that it was best to "sit on the record" until the merger was sorted out. But things got even more complicated once Outpost was folded.

After Outpost's closure, Williams (who is now an A&R exec at Interscope Geffen A&M) negotiated a deal with Universal through which he could take himself and a few Outpost acts, including Whiskeytown, to a new label. He spent a year attempting to negotiate a new deal, but each negotiation lasted several months only to deflate in the 11th hour.

As Williams (who also signed Smashing Pumpkins to Virgin in the early '90s) shopped the album from label to label, Adams, Cary, and Daly played a handful of shows with a growing list of substitute guitarists, bassists, and drummers. At one show, Adams dubbed "Pneumonia" the album that's "never gonna come out."

Eventually, because enough time had passed, Whiskeytown was released from its Outpost contract, freeing it to sign with Lost Highway, a new label formed by Mercury Nashville chairman Luke Lewis and the band's former manager, Frank Callari.

Though finally due to see daylight, "Pneumonia" is primed for another brush with bad timing. Lost Highway finds itself with an album that has all sorts of potential for mainstream success, but there's really no band left to break at this point. Over the past year, Daly, Cary, and Adams have each immersed themselves in solo projects that have instilled new levels of confidence in all three.

Last September, Bloodshot released "Heartbreaker," Adams' solo debut, to critical acclaim. He is now nearing completion of "Gold," his second solo album and first for Lost Highway (see story, this page). Meanwhile, Cary's solo debut, a five-song EP titled "Waltzie," was issued last year by Chapel Hill, N.C.-based Yep Roc Records. She and Daly are shopping their just-finished full-length solo debuts -- respectively titled "Ponyball" and "Letting Go" -- to various labels.

"Everybody's gotten kind of used to being in limbo, I guess," Cary says. "But I think it's been so good for everybody to get away. I think if Whiskeytown had continued the way it was continuing, it would have been much longer before everybody had these revelations about what they were actually capable of."

Daly adds, "Sadly enough, I don't know if we're the same people that made ["Pneumonia"]. That record, to me, is just a scrapbook of that time in our lives."

As a result of his burgeoning solo career, Adams says "Pneumonia" will likely be Whiskeytown's swan song. "I have spiritually checked out of that band," he says. "Whatever happens to it, I will definitely step in and be like a godparent to ideas for releasing [leftover material] after the fact. But, right now, I'm much more concerned with my new solo album."

Still, Adams, Cary, and Daly are expected to reunite with a few friends for a New York show during which they will deliver what Adams describes as a "perfect presentation of 'Pneumonia.'"

Though Adams' bandmates insist that the jury's still out on Whiskeytown's fate, one thing's clear: "Pneumonia" could very well deliver the band the most critical and commercial acclaim it has ever experienced. Driven by gentle, rootsy ballads ("Under Your Breath") and mid-tempo acoustic-rock sing-alongs ("Don't Wanna Know Why"), the album is as evocatively beautiful as it is musically fearless.

Coupled with "Heartbreaker" -- which built upon the Gram Parsons/Big Star/Replacements mix of previous Whiskeytown records -- such brow-raising departures as the tropical lullaby "Paper Moon" and the piano-laden '60s pop of "Mirror Mirror" emphasize the seemingly boundless abilities of the 26-year-old Adams. But it's his storytelling and harmonizing with Cary and Daly on such tracks as "Easy Hearts" and "Under Your Breath" that prove most memorable.

Although much more refined and far less rambunctious, "Pneumonia" recalls the proud spirit of the band's 1994 debut album, "Faithless Street" (Mood Food, reissued by Outpost) and eases the group out of its alt-country skin into a more mainstream setting. In fact, fiddler/ vocalist Cary, 32, says she's worried that the album may be a bit "too pop" for the band's core faithful. "Maybe it's really not that different, but that was my impression -- 'Wow, this is really a pop record, what are people gonna think?' For me, it was kind of a revelation, because it's so not country."

Adds Adams, "We shot for something grand, tried to finally make what all of us felt was like a classic record. We dropped a lot of the attitude, and we lost plenty of what is kind of the dumber side of the band, the dumber rock. We just broke it down to trying to play instruments and songs like we'd never done before -- with a real sense of community between the different players."

Recorded at Dreamland, a converted 19th-century church just outside of Woodstock, "Pneumonia" marks the first Whiskeytown disc to showcase songwriting contributions from Daly, who joined Whiskeytown in 1997 as it was touring to promote its formal Outpost debut, the lauded "Stranger's Almanac." Smashing Pumpkins guitarist James Iha also makes songwriting and arrangement contributions.

Backing Adams, Daly, and Cary are Iha, former Replacement Tommy Stinson, Backsliders guitarist Brad Rice, bassist Jennifer Condos, pianist/keyboardist Richard Causon, and producer Ethan Johns on drums and other instruments.

Iha says he was hooked on Whiskeytown shortly after hearing an advance copy of "Stranger's Almanac," courtesy of Williams. "Their songs are always instant classics to me," Iha says. "I like their early stuff, the demos, 'Stranger's,' this album. The thing is, I never have a problem with any of Ryan's songwriting. He does folk, he does kind of bluesy stuff, he does country, he does rock. And I believe it all. His singing always just sort of puts it across."

Johns' impact on the album, and especially Adams himself, cannot be understated, according to Adams himself. During the "Pneumonia" sessions, Johns (who has helmed records for Chris Stills and Glen Phillips, among others) pushed Adams in new directions and demanded that he inject more effort into his craft.

Johns forbade him from flushing out song ideas using "studio trickery," Adams notes. "Before 'Pneumonia,' I honestly used to get away with murder. Ethan kicked my ass and challenged me. For instance, I wanted to play piano, so he threw me behind one and goes, 'What can you do on this?' "

Adams adds that Johns inspired him to rethink what he wanted to capture on "Pneumonia." "Before I met Ethan, I was gonna go in and probably make another attitude record, a record about big C chords and what kind of jeans I was wearing." Having inspired Adams to re-think his approach to writing songs and making records, Johns went on to produce "Heartbreaker" and is now working on "Gold."

During the delay of "Pneumonia," the album's reputation grew in the press and among fans -- who were able to find the original version of the album -- in its entirety -- on Napster. Early promo copies were also distributed to industry insiders.

"We've had 'bootleg copies' of that new/old Whiskeytown for a year now on cassette, and I have literally had to splice our cassettes together because we've worn 'em out," says Don Van Cleave, president of the 74-store Coalition Of Independent Music Stores and owner of Magic Platter in Birmingham, Ala.

Williams points out that the delay gave Johns and Adams an opportunity that most artists and producers don't get -- the chance to live with and revise a record more than year after its completion. That hasn't necessarily proved to be a good thing, though, as many who have come to know the Napster version of "Pneumonia" may miss some of the warmth lost in Johns and Adams' remix.

The new version also features a different track listing. Gone are "Choked Up" and "Tilt-a-Whirl," which were replaced by "Sit and Listen to the Rain" and "To Be Evil," a hidden track. Originally touted as a double-disc set, "Pneumonia" now contains 15 songs. The notoriously prolific Adams says that including material from a Hoboken, N.J., demo session done a few years ago, the band still has about 60 leftover finished tracks in its vault.

According to Callari, now the band's Lost Highway A&R man, the May release of "Pneumonia" aims to build momentum for "Gold," slated for a late-summer issue. That strategy ought to be ideal, Van Cleave says, adding, "I think it's just gonna prove that Ryan is a long-term career artist."

Considering the number of near breakups and lineup changes the band endured after the release of "Stranger's Almanac," Williams points out that it's almost a miracle that "Pneumonia" even exists at all.

Whiskeytown experienced its first fallout before Williams could even close its Outpost deal. Though he was able to persuade Adams and original guitarist Phil Wandscher to patch things up, the band imploded again after a '98 Kansas City, Mo., show. The pair -- who Cary says were like "oil and water" -- parted ways, and the band's rhythm section went with Wandscher, who has since made amends with Adams.

If this is, as Adams would have it, the end of the line for Whiskeytown, Daly says he hopes the band's albums are not only enjoyed for years but discovered by new generations. "I'm proud of what the band stood for, which I think was like all the bands that we grew up on, their kind of ethics. It was everything I loved about the Stones and the Beatles. It was everything that Ryan loved about Black Flag. It was everything that Caitlin loved about Dusty Springfield... And I think Whiskeytown will be like that beautiful diamond in the rough that you would never want to polish any further. You'd just want to let it be."