“This project really started sitting on [Edwards’] couch drinking adult beverages. We sort of began this thing in January [2008] on acoustic bass and acoustic guitar. I’d bring in melodies to him, and he’d add things like space for a drum break. So, I have to give credit to Crumpy for those little things that helped this project shine,” says Downs.

According to Downs, the notion of recording an album was all Edwards’ idea.

“I played him a song that I wrote, and he said, ‘This is great, we’ve got to record this.' I knew he had produced albums before, and I said, 'If you’re serious, let’s do it.' It took a lot of nights like the first one, with me playing the acoustic guitar and him playing the acoustic bass and nailing down the arrangements."

As the songs began to be recorded and the guests’ appearances began to pile up, Downs started to look at Winter Breathing as less of a proclamation of his own songwriting voice, than an album with a life of its own. So much so that the in-studio collaboration between Downs and his guests began inspiring the singer to create new music for the album.

“I wrote two or three songs while we were in the studio - arrangement, lyrics and all for the project. I really see this as one single story, and some of those things really took shape in the studio,” says Downs.

But even though the music ended up taking a life of its own, Downs has maintained a healthy attitude about the album, along with a quiet optimism that an album born on a couch over beers and incubated through the contributions of outside artists will find an audience.

“I feel very fortunate. I don’t know that it will ever happen like that again, but it’s nice. To me it’s a sign of validation that what I am doing is worthwhile and good. You know, if these guys are interested in playing on these songs, then surely someone else would be interested in listening to them,” he says.

If Downs’ voice and songwriting are the medicine of Winter Breathing, the spoonful of sugar used to deliver Downs' music can be found in the guitar work of William Tonks, which is prominently featured on the album. Each of the album’s tracks features a healthy dose of Tonks’ brand of dobro playing, electric guitar picking and beautiful lead work. For Downs, working with a virtuoso like Tonks was an exercise in economy.

“When it came down to it, the more that I took myself out of the picture when it came down to what I call the ‘William Tonks Strawberry Pie,’ we got a better product.”

Another guest on the album is former R.E.M. drummer Bill Berry, who took a break from retirement to add percussion and a rather unorthodox method of guitar playing to the album.

“He took out an acoustic guitar and started hitting it with pencils. He plucked the guitar with pencils; I knew he was going to do that, but it was crazy to watch,” says Downs.

Whether it’s bringing joy to retired rock stars or introducing a new songwriter to Athens, Winter Breathing apparently has something for everyone. But the real question for Downs is: Will the long list of sidemen and session aces steal a bit of the spotlight away from the promising singer-songwriter?

“I haven’t really thought about it like that. I don’t know, now I’m kind of concerned,” laughs Downs.

Both Brad Downs and Ralph Roddenbery celebrate CD releases tonight.

Jason Bugg

WHO	Brad Downs and the Poor Bastard Souls, Ralph Roddenbery Band
WHERE	40 Watt Club
WHEN	Thursday, Apr. 30, 10 p.m.
HOW MUCH	$5 (21+), $7 (18+)