Even as their name implies, the NY-based trio refrains from aiming spiteful one-liners at the likes of Puffy, Jay-Z, Juvenile, rather they create sounds just the opposite of mainstream: progressive rhymes combing through space-aged sonic hypnosis. Intellects would especially relish in the abstract concepts and sophisticated language. But does this leave the average hip-hop buff running for a dictionary?

Angular content and confounding wordplays dictate the Anti-pop rhymes: "I make the beat go around like a parallel-shape algorithm" and "reactions of fusion in fission, in collision, steppin' up lik e a podium thinkin' you're dope, you're residue, I rinse like soap." Call it lexicon madness, yet Anti-pop holds court with the way they sound off their sucka-free messages: "Did you hear that? You weren't listening." More than anything else, Beans, Sayyid, and High Priest are modern-day urban oracles on one side, describing the hip-hop culture/industry as they see it, and socio-political commentators on another, broadcasting society's ills and misconceptions.

Staying true to the anti-pop campaign, the album's production leans essentially toward minimal and muffled beats that ride the mesh of Galaga and Star Wars soundbites, as on "PSA2" and "Eyewall." This formula reigns throughout, although some tracks such as "Laundry" and "Driving In Circles" do have a nice bounce to them. To this end, "3 Digit Whiz" sports an upbeat score, escorting the conscious-minded hook: "You can't win if you keep on losing, so you need to get out of the race." Aligned minds hook up with Aceyalone dropping verses on "Heatrays." The LP's shining moments come at the end on "Disorientation" and "What Am I" when guest emcees, Apani B Fly Emcee and Pharaohe Monch, pitch in their two cents, dropping jewels and gems as always.

Can't find that dictionary? Fret not. True, it takes time to decipher the subsurface-deep talk, but underneath the thick cloud of prose lie simple messages that speak volumes. Crossing this hurdle is the mere challenge, after this, all you have to do is listen.