Andy Sturmer and Roger Manning created a striking prototype of their musical world-view on Jellyfish's debut album, 1990's Bellybutton, but while that disc's cross-pollination of power pop touchstones and big rock attack sounded truly ambitious, the band upped the ante considerably on 1993's Spilt Milk, which could be roughly described as Jellyfish's SMiLE (or perhaps their Heaven Tonight). After the departure of Jason Falkner and Chris Manning following the long tour in support of Bellybutton, Sturmer and Manning were essentially left alone in the studio to conjure the sounds in their heads, with the generous help of producers Albhy Galuten and Jack Joseph Puig and a few studio musicians (including Jon Brion on guitar). From the striking Beach Boys-influenced vocal arrangements on the opener "Hush" and the pastoral tone poem "Russian Hill" to the fuzz-powered chaos of "All Is Forgiven" and the Queen-meets-Pixies guitar theatrics of "Fan Club," everything on Spilt Milk is conceived and executed on a grand scale, and there's no question that Sturmer and Manning sound like joyous kids left in a toy shop and making splendid use of every plaything at their disposal. If Spilt Milk has a flaw (beyond its drab afterthought of a cover), it's that the album sometimes seems too big for its own good, with every nook and cranny filled with some overdubbed bit of business, occasionally making it hard to hear the songs for the baroque layers of production. But Spilt Milk is a massive balancing act that Jellyfish miraculously pull off; it might seem like a power pop Spruce Goose, but in this case it not only takes off, it flies high as a remarkable experiment in pop-minded rock on the grandest scale.