I'm just looking for some inspiration
I'm looking for something to rock my soul
I'm looking for a brand new destination
I'm looking for Elvis down a Memphis road
--- "Looking For Elvis" by Patti Scialfa

Play It As It Lays -- Patti Scialfa's third solo album and her first since 2004's 23rd Street Lullaby -- will rock your soul and offer a brand new destination for inspiration. For Scialfa, inspiration in this case has been found not just down a Memphis road, but also throughout a soulful album. The most rhythmic, sensuous and accomplished recording of Scialfa's solo career, Play It As It Lays is an intimate musical passion play that borrows its evocative title from a novel by one of her favorite authors, Joan Didion who once wrote, "You have to pick the places you don't walk away from." In the end, Play It As It Lays stands as an inspired song cycle focused on grown up love and that daily decision to not walk away from the things that last.

Musically speaking, Play It As It Lays -- produced by Scialfa, longtime friend and collaborator Steve Jordan and Ron Aniello (Guster, Barenaked Ladies) -- artfully travels down some familiar Memphis roads as well as along other trails blazed in our finer Southern musical capitals. This is powerful music made at the crossroads of rock, R&B, folk, blues and gospel. Though very much a contemporary and vital effort, there are powerful echoes here of everything from Dusty in Memphis to The Staples Singers, from Al Green to Laura Nyro, from Sly Stone to Creedence Clearwater Revival -- all music making time on Scialfa's iPod during the recording of Play It Like It Lays.

"I think the reason I went more into the soul music genre this time around is because women have traditionally allowed more freedom of expression in rhythm and blues," Scialfa explains. "Those were very adult records. That's why Aretha was singing 'You Make Me Feel Like A Natural Woman.' That's one reason the blues and soul music are so wonderful. Those women always had a long list of complaints and they could belt them all out in a very beautiful and powerful way. Now that I'm 53, I had to find a way to write inside my skin and have it feel timely to me, so moving more into the R&B direction felt like the right place to go."

The soulful sound of Play It As It Lays is also a stylistic approach that helps underscore a collection of songs with a naturally feminist and humanistic point of view about the many roles women play-- "mother, brother, sister, lover, wife, a friend, a confidant, or an angel or just a fool in the end," as Scialfa sings on "Like Any Woman Would." Like some of Scialfa's earlier work, Play It As It Lays reflects a love for our finest girl groups of the past, but this is clearly an album by a woman in the present tense. Listen closely and you can hear the sound of a woman -- and likely women everywhere -- calling out "You've Got To Work With Me, Baby" as Scialfa does repeatedly on the infectious swamp rocker "Town Called Heartbreak."

Play It As It Lays also represents a considerable picking up of Scialfa's pace as a solo recording artist. Though she has been a working singer and musician for decades, including work with the Rolling Stones, Southside Johnny and the Asbury Jukes, David Johansen and of course since 1984, as a member of Bruce Springsteen's E-Street Band, Scialfa did not release her impressive solo debut until Rumble Doll in 1994. The acclaimed 23rd Street Lullaby would not follow for another decade.

"The ten years between my first record and my second record had a lot to do with having a brand new family," Scialfa explains. "I had three little kids, and from 1998 on we were touring constantly and doing a lot of work. So my free time from the E-Street Band, I tried to give to my family and raising the kids. I also had trouble making that second record, to tell you the truth, I didn't have a real professional team working together. I finally got this team together when I was finishing up 23rd Street Lullaby. Then it was like "Wow, I get it. This is much easier."

That team was aided tremendously by co-producer Steve Jordan, a friend of Scialfa's since the two were both starting out as musicians in New York City and now one of music's most accomplished drummers and producers. "Steve came in to help me, and we usually started with just the two us of doing really rough drafts of a song and then building everything up from there," says Scialfa. "We'd bring in a bass player or have Clifford Carter replace my piano parts, and it just really worked. Toward the end of 23rd Street, we had Steve Jordan, Willie Weeks, Nils Lofgren and sometimes Bruce. They would all call themselves "The Whack Brothers." By the end of that album, they were playing my music so well and so lyrically that it became incredibly exciting." That excitement clearly carried over to the sessions for Play It As It Lays. "Making this record I felt more confident, so I started recording with the rhythm section right away," Scialfa says. "Everything came out pretty easily in a funny way this time around. I had a very clear idea of what I wanted and it was so inspiring working with Steve, Willie Weeks, Clifford Carter, Nils Lofgren and Bruce. You have those sorts of guys in the studio all at once, and you just want to keep writing because whatever you write is realized so quickly. The guys played so beautifully and really understood the genre I was working in, and tapped right into the groove. Some of these songs we took from the original tape of us teaching the players the songs. Everyone was in on the idea of the musical direction for the record, which made it kind of effortless and a lot of fun."

When Steve Jordan was pulled away by work with Eric Clapton and John Mayer, Ron Aniello came aboard. "I wanted to keep working, and I didn't want to work alone because I'd been there before and that just gets too overwhelming," Scialfa recalls. "Actually, Bruce was the one who said, `Don't go in there by yourself because you'll end up taking forever.' So Bruce called up Brendan O'Brien who suggested Ron Aniello. I invited Ron up for a day to see how we got along, and we ended up getting so much done. And when Steve was available again, he came in and we all three worked together. It ended up being a great team. I was really excited when we caught what we set out to do. I was trying to expand myself musically, emotionally, vocally, and the way the guys played the music made that possible."

Asked if releasing such an intimate album for public interpretation gave her any pause, Scialfa says, "Of course it concerns you at times. In the beginning, it did, but then it didn't because Bruce was on board for a lot of the album, and when you're solid about where you are in your own world and your relationship, you can really write about anything and it's okay. The thing is people are complex and long-term relationships are full of complexities. In the end, it felt very empowering to explore those different places, to have complaints, to be dissatisfied, and know that you're okay. And that's why for me songs like "Play It Like It Lays" and "Black Ladder" were very important because in a way they answered all the questions that were presented on the record.

In other words, Play It As It Lays.

LOOKING FOR ELVIS: This was one of the first songs I had for the album and to me it creatively telegraphed what this record would be about, so that's why I ended up putting it first. Elvis when he was young was -- and is -- for me a powerful symbol of American hopefulness and that idea you can rebirth yourself. The person in the song, that's what she's looking for here. The song isn't really about Elvis at all, it is the idea that you and your country could reinvent itself and somehow get back to it's original promise.

LIKE ANY WOMAN WOULD: I've had that title since I was 19. It was the name of a song on one of my original demos that I took around to Atlantic Records way back then. I always liked that title, and this time I thought I should write a new song using it. I had this nice little riff I wrote on the piano and I started with that. Even though the woman in the song is complaining, to me it's ultimately a celebration because the person in the song is being very, very clear. When you're an adult woman and you have a family, and you're married and you're working, at different times you really are a "mother, brother, sister, lover, wife, a friend, a confidant, or an angel or just a fool in the end." It's a song about asking to be seen as an integrated whole and not just as one thing.

TOWN CALLED HEARTBREAK: That was an old song I had lying around that I never found the right place for before. But then when I started this record, I knew this was going to be a good fit because these songs are a little tougher. Musically the song really came to life once we got a bottom, kind of like an old Creedence song and a top, sort of like "Chain Of Fools". Everyone played it so well. Steve Jordan is so great. I've known him since I was a teenager and he naturally, organically understands how I want things to sound. And that's such a great help in making things come together. The song itself is about the natural conflicts of real and longstanding relationship. It's the adult's complaints. It's a song that says, "Work with me, don't box me in."

PLAY AROUND: I don't mean to get political, but I think women have always been asked to infantilize themselves in some way in society. That's one reason the blues and soul music are so wonderful. Those women always had a long list of complaints and they could belt them out in a very beautiful and powerful way. Now that I'm 53, I've got to find a way to write inside my skin and have it be really timely to me. So for me going more into the R&B and rhythmic music direction was a really good place to go. I love those songs where women just lay down the law, and say you can walk there, but you can't walk there.

RAINY DAY MAN: Dylan had "Rainy Day Woman," didn't he? Later I remembered James Taylor had a song called "Rainy Day Man" that Bonnie Raitt also recorded. What happened is that we went in to record this very serious song and I had all the musicians at the house and the song was just boring me to death. So right in the middle of recording that song, I said, "I wrote this other song in the shower this morning and I hear this really fun beat behind it. Let's give that a try.' So we just derailed ourselves and put down this track instead. This song also gave me a chance to be light and have some fun and experiment with some of those out harmonies like Prince does.

THE WORD: This is a song of betrayal that came when I was writing on piano. The song doesn't even have to be about a romantic relationship, but any one relationship where there's a sense of failure. Originally when I wrote it, my father had died and it started out being about the fact that there are certain things you want that you're just never going to get. You feel betrayed by that failure and by working so hard for the things that never come. Yet the person in the song eventually looks this failure right in the face. That's why I brought in "Sally Goes Round The Roses" there. She makes an affirmative choice and instead of feeling victimized, she takes some strength from it.

BAD FOR YOU: A song about falling "from a pretty hill of grace," like the song says. This one is definitely adult entertainment. I had to get drunk to sing that one.

RUN RUN RUN: There's a big race strip near where we live. We used to take the kids there every summer when they were really young because they had this thing called a Robosaurus, a gigantic monstrosity three stories high on wheels that eats cars and shoots flames out of its mouth. The last time we were there, they brought Shirley Muldowney out. She's the greatest female race driver of all time. This was like her last race and I was really inspired by her and wrote down all these lyrics on beer napkins. I stuffed them in my pocket and forgot about it. Then when I was doing my record, I was cleaning out some drawers and found them and remembered I wanted to do something with them. She was such a strong and fascinating character. I'm also a huge fan of Wanda Jackson who sang unapologetically about strength and sexuality. So I thought let's make a fun rocking song about Shirley Muldowney.

PLAY IT AS IT LAYS: I was always a big Joan Didion fan and "Play It As It Lays" - her second novel -- always seemed like such a great title to me. The people in the book were so broken, which is an interesting place to start. At the end of the day, that's what you do. You can't choose all your cards, you can't choose all the circumstances you find yourself in, but it comes down in the end to how strong your heart and resilience and understanding is. That's just what I was trying to write about.

BLACK LADDER: Ron would really push me to do things that I normally wouldn't do. For example, one night late I was just playing "Black Ladder" while we were waiting to record something else. He said, "Let me record that one." And it ended up making the record.