"Are you buying compilations?" I asked.

Humming that what goes up must come down, Kelly reached into her glove compartment and handed me a jewel case. The CD was titled Pottery Barn Summer in the City. Also in her glove compartment were Banana Republic Road Trip, Pottery Barn Sounds of Soul, and Swingin' Holiday, a collection of big-band Christmas songs distributed by plus-size clothier Lane Bryant. "I don't know how I got that one," Kelly said. "I'm a size 4."

After that, Kelly and I made a tradition of giving each other music branded by America's otherwise unmusical retailers. That Christmas, I bought her Neiman MarcusLa Musique -- 10 jazzy jingles sung by or about French people -- in return for her Halloween choice, Old Navy's Haunted Hits With Spooky Sound Effects. On my birthday, Kelly showed up with Eddie Bauer Legends of Soul, and I was at a loss about what to get her next until I was getting an oil change and sampled Jiffy Lube's Romantic Moments in the waiting room. Kelly and I are just friends, but where else can she hear Peabo Bryson and Johnny Mathis back-to-back?

It was all in good fun until one day last December, when my buddy Matt and his wife invited me over for a holiday dinner. Needing a gift, and knowing that Matt doesn't drink, I had an inspiration: Instead of spending an hour flipping through bins at Tower Records, why not see what was offered at Pottery Barn?

That's right. Somehow a store that once sold me a salad bowl had insinuated its brand into that part of my brain responsible for music-purchasing decisions. The combination of convenience and low risk was irresistible: There was about as much chance that Pottery Barn Classic Christmas wouldn't appeal to Matt and his family as there was that one of the retailer's picture frames wouldn't match their living room. Which is to say, virtually no chance at all.

Sure enough, Matt loved it. "The kids are dancing around to Tex Beneke," he reported later.

Victoria's Secret pioneered the branded music compilation in 1988 with Classics by Request, a custom recording by the London Symphony Orchestra. The lingerie retailer followed up with Passion and Pleasures --Schubert and Two Hundred Years of Romance -- Mozart, and it claims to have sold more than 13 million CDs and cassettes to date. Since 1988, only 16 classical albums have sold more than a million copies in the United States; five of them were put out by Victoria's Secret.

In 1995 a New York producer and recording engineer named Billy Straus, noting the success of Victoria's Secret, set up an office in his East Village apartment and began calling buyers at Crate & Barrel and the Gap. "I asked potential distributors -- we call them clients now -- about doing branded CDs," Straus says. "Typically they'd say, 'We sell sofas. Why should we sell music?' And I'd say, 'That's exactly why you should sell music!' Usually the phone went dead."

A Pottery Barn accessories buyer stayed on the line, though, and agreed to test-market 15,000 copies of a jazz mix titled A Cool Christmas. The batch sold out in three weeks, prompting Straus to incorporate as Rock River Communications. Today, Rock River has nine full-time employees and a client roster that includes Banana Republic, Eddie Bauer, and just about every lifestyle brand you can think of (except Starbucks, whose HearMusic division produces its own CDs, and Putumayo, a clothing company that sells its CDs in boutiques and record stores). Pottery Barn says that, as a category, Rock River CDs now sell more than velvet drapes and almost as much as clear glass vases.

One man -- Rock River general manager and executive VP Jeffrey Daniel -- usually chooses the music. A 33-year-old guitarist and Brown University alum, Daniel learned the compilation business reissuing oldies at Entertainment Weekly ("Subscribe now and you'll also get Eighties Explosion!"). If making mix tapes is an art, then Daniel is the most popular artist you've never heard of: His branded compilations have sold nearly 5 million copies. Rock River's annual wholesale revenue is about $8 million, on a par with a midsize record label.

Sporting a goatee, silver hoop earrings, and a messenger bag, Jeff (as he asked to be called) met me at San Francisco's Stonestown Galleria on a sunny weekday afternoon in March. We took an escalator to J.Crew, where the window display showed rugged preppies on a camping trip. The apparel chain's outdoor-adventure theme drove not just its spring clothing line, he said, but also the song selection on Getaway, its first CD.

J.Crew's marketing folks initially envisioned Getaway as classic road-trip music -- '60s stuff like Grand Funk Railroad's "We're an American Band" and Deep Purple's "Highway Star." Jeff pushed for a fresher aesthetic. "If you look around, you're seeing people 18 to 35 in here," he said. "I wouldn't say they're into cutting-edge fashion, but they're certainly forward-thinking -- not a lot of muscle Ts. These people aren't listening to much classic rock." J.Crew went with his recommendation for a blend of electronica and trip hop --Moby, Bentley Rhythm Ace -- with classic soul. "Al Green is timeless," he said. "Works for over-30 and with a younger crowd too."

As we left J.Crew and strolled past the food court, Jeff said record companies are only too happy to license "back catalog" -- older songs in their archives. Negotiations for new material can be tougher. In 1998, when he produced Chef Boyardee's Feed the Need (available to any kid with six proofs of purchase), he got mainstream acts like Salt 'N Pepa and the Brand New Heavies to license songs for the project, but it wasn't easy. "I had to convince the artists it was in their interest to be on the side of a can of ravioli," he said. Reel Big Fish licensed its hit single "Sell Out" only after Jeff shipped the lead singer a case of Beefaroni.

At our next stop, Pottery Barn, CDs were everywhere: stacked on tables, tucked into bookcases, propped up by martini shakers. As a pregnant woman in her mid-30s pushed a stroller past a leather Parisian smoking chair, Jeff explained the music's allure: "The consumer is thinking, 'I can't afford $1,600 for that chair, but $15 for Nouveau Lounge seems pretty reasonable.'" The chair is a ticket to a posh way of life, but for $1,585 less, the CD gets you into pretty much the same show.

"It's called the aspirational demographic," Jeff said. "What people aspire to be. There is, whether you pay attention to it or not, a Pottery Barn lifestyle. These CDs express that lifestyle. You know, dinner parties, though probably not three-keg ragers. This is a consumer who is overwhelmed by the 200,000 choices at a Virgin Megastore."

To illustrate his last point, he led me out of the mall and across a parking lot to Tower Records. In the back, near the jazz section, we found the compilations -- hundreds upon hundreds of '80s, funk, and disco CDs. If Pottery Barn shoppers aspire to be hip party hosts, the only image conjured up by the bins at Tower Records was that of a bookish warehouse clerk.

"For someone who knows what they want, this is a good place to shop," Jeff said. "But nowadays, most people can't sort through it all. So how do they choose? They're not going to trust that kid with the Mohawk behind the register to recommend classic jazz. We take advantage of that at lifestyle retailers. People trust the brand, and there are only four or five CDs to choose from."

An easily digestible assortment of tunes groomed to fit a brand image. Music as lifestyle accoutrement. As we said goodbye in the parking lot, Jeff must have sensed I was pondering the dark side of his business.

"Some reporters take the sinister angle," he said, cupping his hands in the air, scary-monster-style. "Like we're Big Brother dictating your music. It's not sinister. It's just marketing."

A few days after my visit to the mall, Kelly and I met for coffee. She greeted me with a tall cinnamon-spice mocha and the even-spicier Starbucks Mas Cafe; Cubana. She was, needless to say, overjoyed to receive my prerelease copy of the Restoration Hardware Saucy & Sublime rock mix.

When I mentioned I'd gotten the disc from Jeff, Kelly wanted to know all about him. "Good-looking? Married?" As I told her about the goatee and the earrings (and, to her disappointment, the wife and daughter), I realized that, although they'd never met, Jeff played a special role in Kelly's life. He did the legwork -- followed bands, scanned journals, listened to promotional CDs -- and she paid for his good taste. Sure, corporate considerations and aspirational demographics constrained Jeff's choices, but who else was programming Sneaker Pimps for 26-and-overs?

I continue to buy chain-store CDs, not only as gifts but also for myself. It's an economic decision, really: Following bands demands more time than I'm willing to supply. Like knitting sweaters, milking cows, and picking stocks, staying up on the music scene -- even for a classically trained trombonist who gigs on the weekends -- is now accomplished most efficiently through outsourcing.

The only downside is that I find it harder to appreciate Sarah Vaughan singing "Nice Work if You Can Get It" knowing she's been plated on Williams-Sonoma Dinner Is Served. A voice keeps getting in the way, one not on the original recording. If you listen closely, even over the timbales on Pottery Barn Tropical Mix: The Essential Latin Party Grooves, you can hear it: the whispered wagers of a marketing team betting that if your dinner guests like tufted crimson throw pillows, they'll dig Tito Puente too.

Andy Raskin is a senior editor at Business 2.0. (June 2002)