The name, and to some extent the all-instrumental sound, of ex-Giant Sand guitarist Bill Elm's band inevitably invites use of the term "lounge music." But when Elm plays a weeping pedal steel over a burbling organ, the flavor is more Southwestern than, well, wherever all those lounges are. What Retrograde slowly and gently wraps itself into is more like a moody road-film soundtrack than anything. It's languorous, thoughtful, sad music; the group's cover of The Beach Boys' minor hit "The Warmth Of The Sun" is sorrowful, and originals like "Ask The Dust" and the title track are long, drawn-out, heavy sighs of remorse. Like Scenic, Friends Of Dean Martinez isn't afraid to make pretty instrumental songs, and parts of this album are downright beautiful. As vocal-less rock continues its little comeback, Retrograde should stand out as noteworthy for being at once quiet, sentimental, and utterly impossible to regard as mere background music.