It’s tough to write great songs and perform them well. But it’s another thing altogether to covergreat songwriters, make their songs your own, and do them well. And it’s an incredible feat when one band can do both.

The Holmes Brothers are bassist/vocalist Sherman Holmes, guitarist/pianist/vocalist Wendell Holmes, and drummer/vocalist Popsy Dixon, and on their latest album, State of Grace, they more than get by with a little help here from friends like Levon Helm, Rosanne Cash, Joan Osborne, and others. Larry Campbell, best know for serving in Bob Dylan’s band, supplies fine string work, as well.

The music is timeless, whether it’s a soulful “I Can’t Help It If I’m Still In Love With You,” powered by Rosanne Cash with husband John Leventhal on guitar, or a Southern soul take on “What’s So Funny About Peace, Love, and Understanding.” Here, songs written a generation apart fit together seamlessly with Holmes originals like the very funny “Gasoline Drawers” or the down-home blues of “Standing In the Need of Love.” And what’s in-between is, for the most part, astonishingly good, and in the case of the complete rework of Cheap Trick’s “I Want You To Want Me,” incredible. The rocker gets redone as a slow soul tune full of wanting and longing. The vocals are plaintive and pleading in a way you’d never expect this song to express.

The Holmes Brothers also turn in splendid covers of two Lyle Lovett favorites, “If I Had a Boat,” and the biting “God Will.” John Fogerty’s “Bad Moon Rising” gets a Cajun touch, a concept that connects the song with recent events in New Orleans.

Guitars throughout the record sound perfect. Whether it’s the slightly distorted tone from Wendell in “Smiling Face Hiding a Weeping Heart,” or Campbell’s rolling acoustic on “If I Had a Boat.”

The Holmes Brothers have released three fine records on Alligator, each one better than the last. This surely will top some top 10 lists from ’06.