This episode of our of Song Spinner series, which takes you into the hearts, minds and hands of local musicians and their creative process, reveals the story of "Counted Sheep" by Matzah Cigar.

BIO: Matzah Cigar is comprised of bassist/keyboardist/vocalist Michael Albaine, 19, of Waterford; 20-year-old drummer/vocalist Ben LaRose, of Ledyard; and New London guitarist/vocalist Max Kelly, 21.

THE CORPORATE PHILOSOPHY: They're a trio of proudly enthusiastic, scales-happy, key-swapping practitioners of what might be called post-retro-progressive rock. That's not ironic or a joke. Fusing elements old and new - from the glory days of King Crimson and the Mahavishnu Orchestra, through fractured stylistic offshoots like Mr. Bungle and Primus, to such future-is-now acts as Porcupine Tree and Coheed & Cambria - Matzah Cigar firmly believe they have a recipe of melody, chops and time signatures that can appeal to listeners across the board.

HOW "COUNTED SHEEP" CAME ABOUT: A few years back, going through a bit of female-related high school angst, Kelly wrote a pop song structure with the sort of lyrics one would, ah, expect from those situations.

"Really cutting edge stuff," he jokes.

AND, HOW, EXACTLY, DID THAT SIMPLE "BABE SONG" BECOME A NINE-MINUTE PROG WORKOUT? Expanding from the acknowledgement that Kelly's original melodic core was effective and hooky, he refined the lyrics and, with Albaine and LaRose, tidied up and refined the basic structure of the tune for use as bookend sections for a longer work. Jamming together - or practicing separately - they came up with various musical sections they thought could fit, polished them, and moved to the work of cutting-and-pasting.

THERE'S LIKE, MUSIC THEORY INVOLVED, RIGHT? THIS ISN'T "GET IN THE GARAGE AND JAM ON BO DIDDLEY RIFFS," RIGHT? Yes, Albaine and Kelly are musically schooled, and LaRose comes from the Neil Peart template of home-schooled badassery. They actually toss around phrases like "Dorian" and "diminished" and "relative minor" and know what they're talking about.

IS MATZAH CIGAR NERVOUS ABOUT BEING CALLED A PROG ROCK BAND? Kelly says, "'Progressive' seems to be a loaded term and can be shorthand for 'bloated and boring.'" The consensus in the band is that they just play ambitious music.

DO THEY ACTUALLY CARE ABOUT WHAT THE AUDIENCE THINKS? Yes. As with "Counted Sheep," Matzah Cigar works hard to make traditionally fetching verses and choruses - and hopefully those will lure audiences, who will then be intrigued to go for the whole complex instrumental ride - and maybe be curious to hear more.

WHEN CAN YOU SEE MATZAH CIGAR? They'll appear with Faceless Thursday at Niantic's McCook's Beach on Wednesday, July 27. For more information, access myspace.com/matzahcigar.