Someone once asked Russian composer Prokofiev if there was a risk of running out of melodies. After all, we've been making them up for thousands of years and there are only 12 notes in the Western chromatic scale. He basically said that if you consider the number of different mathematical combinations and throw in note duration, there is no practical limitation, so not to worry.

Bassist Joe Fonda and guitarist Gilbert Isbin have outstanding credentials in styles from pop to classical. Here they push the farthest edges of music providing support for Prokofiev's view with melodies and tonal effects never heard before. But they raise a new issue -- is there a risk we'll run out of melodies anyone would want to listen to?

This album will appeal to only a very limited audience and I'm not in it. I'll try to explain why. If it seems like heavy going, you're probably best off just skipping most of the rest of the review and all of the album.

The music is nominally free jazz. One of the delights of modern jazz, free or otherwise, is the way influences are mixing to produce new sounds. The most obvious influences on Fonda and Isbin include traditional and free jazz, blues, flamenco and modern classical chamber music. I applaud the eclectic approach, but not the unattractive result. The musicians too often sound like they are playing at random, even though they aren't. There are lots of rhythmic and arrhythmic plinks and plunks. Lots of finger and hand-thumping of sound boxes. There are occasional recognizable melodies, though both bass and guitar are used primarily as rhythm rather than melodic instruments. There is vocalizing in the style of Charles Mingus when he was urging the troops on or just really feeling it. There's even at times the suggestion of a bizarre remake of Bob Crosby's "Big Noise From Winnetka."

So far, so good. The whole point of free jazz is to break loose from traditional harmonic and rhythmic straightjackets so that your talent and feelings can take you to wilder places. There are potential problems in communicating with an audience, however. Emotional free-jazz musicians can get carried away and abuse listeners with overly lengthy solos concentrated on single emotions such as anger or aggression. Fonda and Isbin are too sophisticated for that. Sometimes the sounds are ugly, but more often the problem is clever abstraction. They seem like academics playing for each other rather than a general audience. There aren't even any album notes to help with what's going on. If you're not smart enough to know, they apparently don't care.

Critics have often proven wrong in their judgements of new music, so it's tempting to avoid the possibility of looking like a fool by making innocuous statements about this sort of thing, such as "breaks new ground" or "hypnotic." I'll take the chance. The appropriate word is "painful." The musicians probably had fun making the album, but few listeners are likely to join in. Not recommended.