(0000:02:59)

www.2minutes59.com

There's a darker, sadder side to the Small Faces/Faces legacy of British pop-star "lads" breezing through the Mod and Pub-Rock eras of their country's ever-shifting musical dynamic. Steve Marriott, the powerfully raspy lead singer of Small Faces, died tragically in a house fire. Ronnie Lane, the bass player of both bands, long fought multiple sclerosis before his death in 1997.

And for all the reputation of the Faces as raucous, hard-drinking rockers voiced by a leering Rod Stewart, it's a wistfully melancholy mid-tempo number sung by Ron Wood and written by Lane and Wood, "Oh La La," with its immortal line "I wish that I knew what I know now when I was younger," that has become their most enduring.

Ian "Mac" McLagan, the band's powerfully expressive keyboard player, long ago moved to Austin (following Lane) to front bands with his shaky but energetic singing, and to work as an in-demand session player. Not long after he had released a 2006 tribute album to Lane, Spiritual Boy, his wife of 28 years, Kim, died in an auto accident.

Never Say Never is his response to that - he wrote the songs and produced, with old pal Glyn Johns supervising the mixing and mastering. The voice, as ever, is shaky, pushing against its limits and sometimes failing. But that also makes it soulful, and it makes you want to comfort him.

In a way, this album is a follow-up to "Oh La La" - older and wiser, laconic and regretful, still believing in rock but with a pianist's deep appreciation for the beauty of melody. The best songs are as well-constructed as Paul McCartney's best, on the order of "Maybe I'm Amazed" (which the Faces covered).

Some of it is really heart-rending, as McLagan addresses his loss. The neo-classical "Where Angels Hide," with just Mac on the Steinway, is starkly gorgeous. "When the Crying Is Over" recalls Ray Charles doing teary C&W, its sadness undercut by the swelling grandeur of his keyboards and the back-up female vocals. "An Innocent Man," which exudes mystery about his future as it switches between major and minor keys, is a song destined to be repeatedly covered, like "Oh La La."

Never Say Never also features McLagan and his band - Jud Newcomb, Don Harvey and Mark Andes (of Spirit, Firefall and Heart fame) - defiantly taking comfort in upbeat pub rock, infused with McLagan's deft barrelhouse and English music-hall ivory-tinkling (and -pounding). In this context, those songs ("My Irish Rose," "I'm Hot, You're Cool") never sounded better. They make you-and presumably Mac - want to keep going.

Standout tracks: "Never Say Never," "An Innocent Man." STEVEN ROSEN