“The demographic of pop has shifted massively. There used to be a time when you only started getting into pop music when you were twelve. These days, it’s aimed at seven to twelve year olds.

“But people do grow up. Their tastes become more sophisticated, they experience things, they mature – but they still want to listen to music. Not Eric Clapton, we’re not that old, but quality music that reflects their adult experience. That’s what marketing people and radio stations don’t always understand. And that’s where Mandalay come in. We’re not making records for seven year olds.”

It’s small wonder indeed that Mandalay have often caused the grey suits in the corridors of media power to scratch their heads – they are, after all, making music for that tight and often overlooked demographic, the 12 to 110 year olds.

Saul Freeman started musical life in the early Nineties as the instrumental half of the magnificent Thieves. When he and vocalist David McAlmont parted company, Saul met Nicola Hitchcock, a multi-instrumentalist in her own right with a 1993 solo album, “A Bowl Of Chalk” to her name.

Their moniker inspired by the stately home of the Hitchcock (no relation) movie, Rebecca, Mandalay stepped into the limelight not at some Camden grothole but the candlelit surroundings of the Wandsworth Tea Rooms. Nicola’s fraught, shivery vocals were perfectly complemented by the high shine of Saul’s finely wrought musical figurines. It was instantly clear that Mandalay were a true diamond in the rock rough.

Of course, this being the mid-Nineties, any musical enterprise involving an innovative instrumental approach and female vocals was immediately and lazily filed under trip-hop.

Five years on and nobody’s talking about trip-hop any more but Mandalay are still very much with us – and their second album, Instinct, is even more highly evolved and accomplished than 1998’s debut, Empathy – weathered yet pristine, romantic Songs of Experience set to complex instrumental hues, yet instantly accessible.

“There was more emphasis on the songs this time around – old-fashioned songwriting mediated with a twist,” explains Saul. “We were more ruthless about chucking away things that weren’t up to scratch.”

Instinct is an album of love songs but they’re to do with the essentially fraught and fragile nature of relationships, the constant negotiations for space, the need not to be taken for granted, fenced in, or kept out of reach. The themes are often evident from the titles; “Don’t Invent Me” and “Not Seventeen” being cases in point.

“I think that’s what life is about, the struggle and joy of relationships with other people,” says Nicola.”I draw either from things that have happened from me or people close to me. I always work from an emotional point of view, rather than an objective, social or political one. That’s the way it always comes out with me.”

Nicola isn’t the only vocalist to sing about the vicissitudes of love but her style is a rare and distinctive one – it’s as if she’s singing at zero degrees, chillingly vulnerable.

“My friends have this image of my shaking Nicola while she’s singing,” laughs Saul. “But I think Nicola conveys emotion without those histrionics that came with warmth, or passion as it’s usually understood.”

The only comparison Nicola can call to mind is Phoebe Snow. “She has the most incredible range and a natural, pronounced vibrato. She’s the only one I can think of.”

Musically, Saul has risen to the occasion with a more expanded instrumental palate, a subtle blend of processed, layered sounds, a synthesis that draws increasingly, though not indigestibly, from the worlds of classical music and jazz. The closest he comes to a sample is on “Not Seventeen”, whose opening is drawn from the beginning of the second movement of Gorecki’s glorious and hugely popular Third Symphony. “It was originally meant to be a sample,” says Saul, “but we couldn’t get clearance.”

In addition, there’s a flesh and blood appearance from trumpeter and sometime Brian Eno collaborator Jon Hassell, whom Saul and Nicola met at an arts festival in Lanzarote, of all places. There, he and Saul performed together at a show at an underground volcanic cave. Hassell’s unique trumpet style, more muted and subdued than even Miles Davis; enhance both “Don’t Invent Me” and “It’s Enough Now”. Hassell plays a trumpet the way you’re “not supposed to” hence his singularly expressive range. As he told Nicola, whose vocal coaches said she was singing “all wrong”, that’s something they have in common.

The ironic thing is, despite the disparate range of their musical reference points, their antipathy to the pop market, Mandalay work as pop, albeit of a darker, more sophisticated shade. The single, “Deep Love” is a case in point. Luxuriating in a rich, harmonium backing, shot through with a blinding pang of ecstasy like a shaft of sunlight pouring through a hitherto cold, dark room. It’s an upgrade on The Cocteau Twins and The Art Of Noise but with knobs on.

What’s more, the b-sides aren’t the usual throwaways but essential listening, at least as good as anything on the album. There’s the angled and anxious “However Wrong” and “Blame It On The Sun”, one of the lesser known treasures of Stevie Wonder’s 1972 album Talking Book. It’s refreshing indeed to hear a Wonder track not desecrated by some second-rate cabaret artist of mega pop star. With its spare electro arrangement and ethereal, processed backing vocals it transforms the melancholic original into something altogether more harrowing.

“We’ve got a manifesto now that we always do a cover version on the b-sides. The world of a band can be self-reverential and enclosed. It’s very liberating to step outside your own world. It’s healthy to do cover versions,” says Saul.

Adds Nicola, “There’s a great liberty working on b-sides, no pressure from the record companies, no one but you gives a damn what you do. You can sometimes produce your best work under those conditions.”

Remix bonus tracks include a deep house working of “Deep Love” by Sacha’s right-hand man Charlie May, a Cevin Fisher dub take on an earlier Mandalay offering “This Life” previously only available as a US club promo which spent a healthy stint on the Billboard dance charts and a Nitin Sawhney remix of the single, which opens up a plethora of ominous and exotic dimensions to the track. “We’ve been wanting to work with Nitin for ages, I’m so glad he did this remix, he did a great job,” says Nicola.

From the immaculately gelled production work of longtime collaborator Michael Ade, to the artwork, executed by Chris Levine using hand-held industrial lasers, to the sleeve photography, in which Nicola was determined not to be presented “all heavily dolled up, pretending I’m in my early twenties,” Mandalay have endeavoured to cut through the marketing and promotional dross, cut to what matters – their music, themselves as they are, with their own unique twist. Sounds simple but in the present pop climate, such an uncompromising stance is harder than ever to adopt. But Mandalay have managed it with aplomb.

“We’re not selling a lifestyle, we’re not selling an image, we’re not hanging out with the right people, it’s just Nicola and myself and what happens when we work together. With photos and videos there’s this increasing pressure to present yourself as cool and cred, as something you’re generally not. The issue of the music, can I relate to it, does it touch me, those are the true things. Not trying to pretend you’re something you’re not.”

More important than what Mandalay are not is what they are – one of the most richly satisfying pop propositions of Y2K.

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