Number Two, striding through the cafeteria, could be a clean-cut student-council candidate on the stump: overachieving, glad-handing, eager to please. He's surprisingly savvy about other people's feelings, and he can usually mouth the right words. But a touch of smarmy self-interest always seems to lurk just under the surface. He's a dead ringer for Rob Thomas of Matchbox Twenty. The movie's pressing question: Who will take Ms. Rockfan to the prom? . . .

Back in the 1990s, Pearl Jam and Matchbox Twenty both won mass audiences with the aura of earnestness they share. They arrived from decidedly different angles. Pearl Jam had pulled together survivors from Seattle underground bands, and they reached the Top Ten almost grudgingly, always worrying about their integrity. Meanwhile, their music spawned so many imitations that it became hard to hear the heartfelt, wayward intensity of the original.

Matchbox Twenty, by contrast, were late-breaking, avidly commercial followers of 1990s folk-rock bands like Counting Crows and Hootie and the Blowfish. Formed in Orlando around longtime band mates Thomas, bassist Brian Yale and drummer Paul Doucette, the group had been together for a matter of months when it made its 1996 debut album, Yourself or Someone Like You, which has now sold more than 10 million copies. Between Matchbox albums, Thomas co-wrote and sang Santana's blockbuster radio comeback, "Smooth," and collected a Song of the Year Grammy.

For all their disparities, Pearl Jam and Matchbox Twenty have ended up behind the same pop curve. Sincere-sounding guys leading guitar-driven bands have been upstaged by other testosteronic life-forms: the ultramacho boors of rap metal and gangsta rap, and the simpering, animatronic pinups of boy bands. They've reacted to the new circumstances in diametrically opposed ways.

Pearl Jam sound relieved to be on the sidelines. On Binaural, the band hunkers down in the sonic basement with producer Tchad Blake. A Latin Playboys member who has produced Soul Coughing and Bonnie Raitt, Blake is a proponent of binaural recording, which places two microphones where your ears would be; he'd rather have spontaneity than polish. By contrast, Mad Season by Matchbox Twenty sits up and begs for a chance to grapple with songs, advertisements and engine noise on a Top Forty radio playlist.

Binaural makes no attempt to ingratiate itself. It com