When Ben Lee was invited to appear on a tribute to the Beatles' landmark "Rubber Soul" album, the Australian indie rocker had but one concern. And it had nothing to do with the project's potential for blasphemy.

"There's all kinds of people who are so precious about these sorts of things," Lee says of revisiting a cherished piece of cultural history. "But if anything, I think people -- even purists -- should realize that the Beatles empowered thousands of people to make pop music of their own and that something like this is a fitting tribute."

So, Lee says, he worried only about this: "I just wanted to know if I could cover 'In My Life.' That's like the pinnacle for pop songwriters."

Though it's not often the case on a tribute project as artists fight for their favorite songs, Lee got his wish. And into the studio he went to make "In My Life" his own by transforming the song that John Lennon once called "my first real, major piece of work" into his own rendition, "sorrowful with a lot of tenderness."

Lee's cover is included on "This Bird Has Flown: A 40th Anniversary Tribute to the Beatles' 'Rubber Soul,' " due out Tuesday. The album, on which a bunch of critical darlings from the indie and singer-songwriter worlds take on "Michelle" and company, represents the high-water mark in the vast ocean of 2005 tributes.

Which is saying something. Album-length homages became a genre unto themselves ages ago, and this year's list of feted artists includes everybody from Queen, Queens of the Stone Age and the disco queen Donna Summer to Luther Vandross, Iron Maiden, Pink Floyd, Jimi Hendrix, Led Zeppelin and U2. Twice. (Number of tribute albums U2 approved this year: zero. You don't need an artist's permission to record such an album. So, no, Paul and Ringo were not consulted.)

"I'd love to know what they think," says the project's producer, Jim Sampas. "But that's always so intimidating."

A compilation specialist, Sampas is the architect of several superlative CD tributes, including 2000's brilliant "Badlands: A Tribute to Bruce Springsteen's 'Nebraska,' " for which he persuaded Chrissie Hynde, Los Lobos and Son Volt, among others, to re-record that album's bleak character sketches on four-track cassette in the spirit of Springsteen's demo-like originals.

"I just woke up one morning," Sampas recalls, "and thought, 'Four-track, "Nebraska!!!" ' It sounded crazy, but I guess I was insane enough to try to get the artists to do it. I thought they might find it interesting. And challenging."

Last fall, Sampas became fixated on the idea of doing something Beatles-related. He decided to zero in on a single, singular album, a la the Springsteen project, and "Rubber Soul," he says, was the obvious candidate (the original British version, not the edited U.S. edition that followed).

"Most tribute records run the gamut of somebody's career and feel a little bit scattered," Sampas says from his home in Holliston, Mass. "I think you get a wonderful continuity when you focus on one album. And 'Rubber Soul' has to be one of the most influential albums of all time. It's the first Beatles record that really dealt with the complexities of love. Suddenly they're writing these dark, minimalist pop songs with introspective lyrics. . . .

"What do you hear the most of on the radio today? Minimalist pop songs with introspective lyrics. So I'd almost argue that it's the most influential album ever."

It certainly didn't hurt, from a marketing standpoint, that 2005 would mark the 40th anniversary of "Rubber Soul's" U.K. release.

But before the marketing meetings -- before he'd even dare approach record labels about the project -- Sampas first wrangled a few artists to help make the whole thing seem more real. He contacted talent managers, including Michael Solomon, who'd previously worked for Springsteen's production and management company and had since struck out on his own.

"I was trying to get one of Michael's artists on board," Sampas says, "but he showed so much enthusiasm and excitement about the project that he said he really wanted to help get us to a label."

By the time Solomon began shopping the album, he and Sampas had assembled a short list of artists who'd indicated that maybe, just maybe, they'd agree to appear on the project. Among them were the bluegrassy Yonder Mountain String Band and the funk-rock outfit 311, two acts that could hardly be more dissimilar.

There was also an early confirmation from alt-country singer Mindy Smith. Although "This Bird Has Flown" was still little more than an idea, Smith informed Sampas that she was definitely in.

Says Sampas: "Getting that first artist is incredibly important. Nobody wants to jump into the water first because they don't know what's going to happen. So when you can get somebody like Mindy, a highly regarded young indie singer-songwriter, it becomes a lot easier to get other people."

Sampas and Solomon excitedly pitched the project to Sub Pop, the Seattle indie-rock label that had released the Springsteen tribute. But Sub Pop passed.

"They weren't interested in the artists we had on the list," Sampas says.

Next, they approached Rykodisc, an eclectic label out of Beverly, Mass., for which Sampas had produced several other compilations.

About the same time, Solomon contacted the New York independent Razor & Tie, which has domestic distribution through Sony/BMG.


Both labels made offers. "Good offers," Sampas says. But "Razor & Tie's was better" -- meaning more money. "And when you do this for a living, you have to take that into consideration."

By the second week of December, Sampas had signed a contract. He celebrated by taking the rest of the year off.

In January, Sampas and Solomon got together with Razor & Tie's A&R chief, Gerard Babitts, and other label executives to work on The List.

Shaping The List undoubtedly is the most important part of the tribute-album process. The projects sell based largely on their guest lists -- the only real explanation for the inclusion of Joss Stone and Gavin DeGraw on the new "Killer Queen: A Tribute to Queen."

The quality of such albums generally depends on who's on them and what they're doing. But you can generally determine the what simply based on the who.

You know, for instance, that a prog-metal band like System of a Down will probably attack a song LOUDLY and AGGRESSIVELY, with all the subtlety of a thunderclap. If you don't want that, you don't bother putting System of a Down on your wish list, no matter how popular the band might be.

On the other hand, you expect that an indie-folk godhead such as Sufjan Stevens will create something gorgeously orchestral with tender, delicate vocals. If that's what you're after, then by all means: Sufjan Stevens, come on down!

So what exactly did Sampas and Co. determine about the direction of "This Bird Has Flown" (the title comes from a "Norwegian Wood" lyric) during those meetings, when Sampas brought up more than 50 names and left with about 30?

No System of a Down, definitely. No 311, either, despite the band's interest. No Oasis, the brash British rock outfit that's made quite a career out of aping the Beatles but wasn't invited to do so on "This Bird."

Sting: Also booted.

But Sufjan Stevens and other Pitchfork and college radio faves? Absolutely. Same for various alt-country/singer-songwriter/Americana artists.

Yes, too, to Alicia Keys -- never mind that the R&B songstress doesn't seem to be particularly well aligned with the indie-centric artists who ultimately participated.

"We were going more for the Damien Rices, David Grays, Aimee Manns, Sufjan Stevenses," Sampas says. (Of those artists, only Stevens actually appears on the project.) But, Sampas adds: "Alicia Keys made the final list, for some reason. That kind of jumps out at me."

But Keys's camp wasn't interested. Nor was U2's.

"When you're dealing with the Beatles, you don't have to be particularly shy about who you're approaching," says Razor & Tie's senior vice president for marketing, Michael Krumper. "But you have to be realistic. Yeah, I tried to get U2. But we had to get this album done in a certain amount of time."

Thus, even some bands that were keenly interested -- and that Sampas and Razor & Tie badly wanted -- didn't make it onto the album because of scheduling conflicts: Death Cab for Cutie, the Deers, Josh Ritter.

And worry not, reader, if these names don't exactly ring the bell of recognition. Though Death Cab was on the cover of Spin recently, most of the artist names kicked around by Sampas, Krumper, etc., aren't the stuff of which the Billboard Top 20 is made: The project's headliners, such as they are, are probably the Donnas (doing an almost note-for-note re-creation of "Drive My Car"), Ben Harper (a reggaefied "Michelle") and the Cowboy Junkies (a brooding "Run for Your Life").

The rest of the artists run the left-of-mainstream gamut from the Fiery Furnaces (a wildly experimental "Norwegian Wood"), Low (a hyper-minimalist "Nowhere Man") and Ted Leo (a ragged, Caribbean-inflected "I'm Looking Through You") to Old 97s frontman Rhett Miller ("Girl," played pretty straight) and the album's lone Razor & Tie artist, Dar Williams ("You Won't See Me," similarly straightforward).

Says Krumper: "There aren't a lot of big names. But there's a consistency of vision that I think makes it more marketable. One of the albums we talked about when we were putting this together is the 'Garden State' soundtrack. Those aren't enormous names on that album, but it's a great listen. . . .

"Sure, it would've been great to get some platinum-selling acts on this thing. Obviously, album sales are important. But I'm really proud of this record. I think these acts belong together, and that's what makes it good."

The 14 performers on the record were each given identical deals, with the same recording fees and percentages and so on. What exactly the terms are, nobody interviewed for this story was willing to say. (Sampas and Razor & Tie also declined to discuss the budget for the project, with Krumper not even willing to estimate how many copies of the album must be sold for the company to recoup its costs. "It's going to depend on how much we spend on marketing," he says.)

Either way, says Sampas, "I don't think any of the artists are putting money in their pockets with this. Because by the time you get through the percentage that would go for recording costs and the piece that would go to the manager, plus the lawyer fees, there's really nothing left."

Sure enough, when asked what she expects to get out of the project, Dar Williams says: "Nothing. Nothing at all. It's just fun to be involved with something like this. You can grow and maybe hear your voice in a new way."

Says Mindy Smith: "It was definitely just a passion play."

Given that she was the first artist to sign on with Sampas, Smith had her choice of pretty much any song on "Rubber Soul." She went with "The Word," though she later regretted her pick. "I went into the studio and realized just how tough that song is. It was pretty hard for me to put any of myself in it."

The New York singer Ben Kweller discovered something similar while recording "Wait," on which he's joined by the Strokes' Albert Hammond Jr. (Hammond's guitar comes pouring out of the left channel, with Kweller's vocals on the right.)

"It's one of my favorite songs on 'Rubber Soul,' " Kweller says, "So I was psyched. But I'd never really listened to it the way I did once I was covering it. I'd never analyzed what Paul and John were doing vocally. It was like: '[Expletive], I'm going to have to sing both parts!' But it was cool to figure it out and analyze it and learn from it."

Some artists went with pretty faithful re-creations of the "Rubber Soul" songs. Miller, for instance, didn't do much to alter "Girl," though he was sure to monitor his breathing.

"I got to correct what I saw as one of the only flaws on the record," he says. "After John sings 'girrrrrl,' there's this sharp intake of breath and it sounds like he's taking a bong hit. That's always bothered me, having to hear his respiratory. So I didn't do that."

Williams, too, played it straight with "You Won't See Me."

"If you think you've got a better idea, then go for it," she says. "But exotic for the sake of being exotic doesn't really serve the song. I figured if people were doing a spectrum of interpretations, why not do one that's pretty straight-on to provide some contrast?"

Among the tracks on the other end of the spectrum: Low's "Nowhere Man," in which much of the music from the original arrangement is stripped away to make way for the vocals (with the harmonies intact).

"I like it being sort of a shock, a glaringly different arrangement," says Low's Alan Sparhawk. "What's the best balance between what we have to offer and what this song already is? Taking crap away was the trick."

For his part, Ted Leo turned in a relatively radical reggaefied version of "I'm Looking Through You" on which he plays all of the instruments, including some wobbly drums.

"In the Great Argument, I come down on the Paul side," Leo says of the Paul vs. John debate. "People make fun of 'Obladi Oblada,' but I always tell them that it's one of the first pop-rock songs that brings in those Jamaican elements. Paul deserves a little respect for that, and I just thought: What if he'd done something like that before 'Obladi' that wasn't so goofy? It's been a fantasy of mine to do this '60s reggaeish version of a Beatles song for some time."

Sampas, for one, is thrilled by what happens when you play the album from end to end, in sequence, as on the original "Rubber Soul."

"I'll be honest with you, it's a total crapshoot when you do something like this," he says. "You pick artists and have the confidence in them that they won't phone it in or do something so esoteric and strange that nobody's going to be entertained by it. But you don't really know what you're going to get back. As I assembled the album and listened to the songs all the way through, I felt like there was this magical thing, a continuity between each interpretation. Somehow it seemed very cohesive to me."

Could be, he says, because of the brilliance of the source material. There's just something about the Beatles.

And so Sampas is more than ready for the redux. He's already drafting plans for a 40th anniversary "Revolver" tribute.

Ben Lee, Mindy Smith, above left, and Dar Williams are among the indie artists appearing on "This Bird Has Flown," a homage to the Beatles' 1965 album."These acts belong together, and that's what makes it good," record label exec Michael Krumper says of the project. The roster includes, from top, the Fiery Furnaces, Nellie McKay, Sufjan Stevens, Yonder Mountain String Band.