The JudyBats' third album completely re-introduces the group. Gone are the folky eccentricities of their first two albums, along with keyboardist Peggy Hambright and bassist Timothy Stutz. In their place, the nothing-special new rhythm section of bassist Paul Noe and drummer Dave Jenkins transforms the group's sound into a more identifiably alternative rock groove that's considerably less unique than what had come before. As if in response, singer Jeff Heiskell's always idiosyncratic lyrics are even odder than what had come before, as typified by titles like "An Intense Beige" and "My Dead Friend" and song topics like hiding one's significant other from one's friends ("Ugly on the Outside"), Don Quixote ("La Dulcinea"), and the pretty side of sado-masochism (the title track). The dichotomy gives a little spark to Pain Makes You Beautiful, but new producer Kevin Moloney (taking over for Richard Gottehrer, who had helmed the first two) steers things a little too far to adult album alternative territory at times. Some songs, like the minor hits "Being Simple" and "All Day Afternoon," benefit from the added gloss, but others, like "Incredible Bittersweet," sound stultified under the slick production. It mostly works, but in retrospect, this album clearly points towards the following year's painful Full-Empty. ~ Stewart Mason