A soft hum is wafting through the warehouse district of Burlington's South End. It's an unusually warm evening for October and the air seems mismatched with the crunch of dried leaves underfoot. Inside one of the many nondescript buildings lining Pine Street, waves of guitar punctuate the muted groan of an electric piano. Amanda Gustafson and Eric Olsen, cofounders of Burlington art-rockers Swale, are settling into the first song of an impromptu rehearsal.

Their cramped, rectangular practice space and recording studio, aptly dubbed "Box," is a mess of instruments, electronics and gear. Vein-like cords weave across the pale green floor. Amps and guitars lean against the walls. At the far end of the room, silhouetted against a white wall, Olsen stands, half-turned towards his amp, guitar slung low. As he plays, strands of his long brown hair fall haphazardly across his bearded face. Gustafson sits off to one side, settled behind a bank of keyboards. Her face is serene, eyes darting from her fingers to her partner and back. Bassist Zach Ward Ñ who is currently on tour with indie-popsters The Sixth Great Lake Ñ and drummer Jeremy Fredericks are absent.

Olsen switches to drums to run through a new composition by Gustafson. "I don't feel sad anymore," she sings softly, her warm alto voice carrying across the room. After a few takes, Olsen switches back to guitar, trying to nail his part. He pauses momentarily to sip on a bottle of Labatt Blue and adjust the levels on his amp. "Turn it the fuck up, man," Gustafson calls out.

A few days later, I meet Gustafson Ñ the band's newly designated "mouthpiece" Ñ at Three Needs Pub on College St. in Burlington. While the Friday-night crowd gathers around us, we discuss her new band's formation and future. Conveniently, Olsen is there tending bar, and he occasionally wanders over to our table to add his two cents to the story.

Swale came together a year and a half ago, when Gustafson and Olsen were composing music for the debut of the Queen City's spicy cabaret Spiel Palast. Though the two were familiar with each other's work as veterans of the local music scene, they had never collaborated before. Gustafson, former leader of local faves Wide Wail, was looking for a new project, and soon she and Olsen were spending their spare moments "hangin' and fucking around" with new material.

"Basically, Eric had one song that we started on, and we just really worked well together," comments Gustafson on the group's early days. Soon they were joined by Fredericks, one of the area's busiest drummers and another Wide Wail vet. Olsen and Fredericks also briefly shared a time together years ago as roadies for Australian shock-rockers Led LO/CO, though Olsen explains that the job consisted mostly of the band "crashing at our houses and fucking our women."

Nicole Valcour, another scene vet and member of alt-rockers Construction Joe, joined as the group's first bassist. The name Swale Ñ a Scandinavian word meaning a wet, marshy area or "to melt and waste away" Ñ was chosen as the perfect moniker for the band's emotional, opiated melancholia.

On September 28, 2002, Swale played their first gig to a transfixed crowd at the Burlington coffeehouse Radio Bean. The songs were haunting and slow. Long, drawn-out instrumental passages grew out of the four players' delicate interplay. Lyrics were not so much sung as released into the hypnotic sound. The show was captivating.

Soon Swale was performing regularly at clubs around Burlington. Their music continued to evolve over the next year, with tighter songwriting and increased experimentation. After Valcour left the group due to scheduling conflicts, Ward was hired for his exceptional musicianship and his ability to bring a third harmonic layer to Gustafson and Olsen's duets. Olsen found ways to coax sheets of noise and mind-bending solos from his guitar, working them into the material without sacrificing the band's druggy melodicism.

"Writing and playing for us has been an exercise in space," Gustafson explains. "We [take a track], remove a lot from it, really give it space. Then, when we fill it, we really know how to fill it up. I don't believe there really is much of a difference in intensity between a band like Led LO/CO and us. It's still rock, and there is a lot of possibility in rock."

One goal was to make Swale more than just a hobby for its players. "In this town it's easy to have a ‘band for hire,'" Olsen explains, referring to local groups that are constantly in flux, never settling on a solid lineup. "There are so many musicians, but very few doing our thing. We really wanted a band."

"I definitely feel now that I write for this band," Gustafson adds. "I like the family aspect of it."

"Yeah," Olsen chimes in. "We play, but we also eat dinner and shit."

Aside from spending time with the "family," the members of Swale are constantly busy with other music-related projects. Gustafson is the general manager at Plainfield's WGDR, one of the state's most active low-power FM radio stations. Olsen is the co-founder, with friend and fellow musician Jason Cooley, of Icebox Records, a local imprint that has released an impressive series of three-inch CDs by New England artists.

Currently, Swale is collaborating with Allan Nicholls, a musician and film director who has written incidental music for many Robert Altman films. Their live performance of the full songs will be Friday in conjunction with the Burlington Film Festival (see page 40).

And then there is Box. The 2400-square-foot, two-story space also houses an open studio where painters, sculptors and photographers are setting up. It is crowded with brushes and half-completed works and alive with the energy of blooming creativity. "The Box, and the people working there, inspire everyone," Olsen explains. "You can feel totally alone there, yet we all have an effect on each other artistically."

The members of Swale are clearly excited about their future, yet oddly cryptic about their plans. They're about to begin recording an album, but won't say when it will be released, or even what Swale's sound might be at that point. "We are firm believers in making records that stand as a fresh document of [a band's] sound," says Gustafson. "We don't give a shit about changing the world, we just want to keep track of where we're at."

Pondering what she has just said, Gustafson's face darkens and she leans forward. "You know, there actually is more of a reason that we make our music," she says. "I get lots of information on all the fucked-up shit that happens in the world. The seven-headed beast has definitely emerged from its lair. These are fucked-up times, and this is the only thing that we can do against it."