The members of the Upper Crust were gathered at Nat (Lord Bendover) Freedberg's house last weekend, working out a set list for their gig this Saturday at the Middle East. The tentative plan was to open the set with some of their biggest local hits -- "Let Them Eat Rock," "Little Lord Fauntleroy" -- before unveiling the new numbers from their just-released Decline & Fall of the Upper Crust (Emperor Norton).

"We shall hit them with a knockout punch of rock," proclaimed drummer Jim (Jackie Kickassis) Janota. "We'll start with a series of body blows that might not immediately tell, followed by direct shots to the head," suggested Freedberg. "But first, let's play some music," finished guitarist Dave (Duc d'Istortion) Fredette. Cue drumroll.

Okay, so it's no secret that things got a little out of hand the last time the Upper Crust played the Middle East, in March 1995. It was a perfectly good show until the encore, when a persistent heckler got the band's goat. That's when Freedberg lost his temper and jumped into the crowd to explore some, uh, new horizons in audience participation. He felt chastised enough afterward to pull the band off the local circuit for a time. ("One is apt to become irresponsible when one is as privileged and overindulged as we are," he explains.) But amends have been made, apologies have been tendered, and now it's time to rock. And save for a semi-secret appearance at O'Brien's last spring, this weekend's show is the first Upper Crust gig in town for a year and a half.

Some of the weekend's highlights should come from the new album, which throws a slightly different slant on the Crust concept. They previously stuck with one, very good joke: they were spoiled noblemen in beauty spots and wigs who'd learned to rock with the rabble, singing about the rewards and pitfalls of being filthy rich. Freedberg had already proven, in his previous ventures with the Satanics and Clamdiggers, that he could write funny rock songs as well as anyone in town. It never hurt that the songs were the same kind of hooky garage rockers he'd dished out with the more serious Titanics and the Flies. And there was always a subtle subversive element in there as well: Crust tunes like "Rock 'n' Roll Butler" and "Can't Get Good Help Anymore" are the sort of thing that real rock millionaires would be singing if they were more honest about their lifestyles.

With Decline & Fall, the band take their arena-rock urges out of the closet, invoking the holy trinity of Kiss, Cheap Trick, and AC/DC ("Gold-Plated Radio" even lifts some recognizable stage patter from Cheap Trick at Budokan). This time the jokes revolve less around aristocratic references and more around the inherent absurdity of arena rock. Change a few lyrics on "Ne'er-Do-Well" and "Highfalutin' " and they'd be straight-up Kiss homages; Paul Stanley would likely approve sentiments like "I got divine right to rock 'n' roll all night." With its proudly overblown sex-as-dairy metaphors, "Cream of the Crust" takes Led Zeppelin's "Custard Pie" (not to mention Spinal Tap's "Sex Farm") to its logical conclusion. And the album's pick hit, "Boudoir," is right in that tradition of gung-ho seduction songs, complete with operatic back-up vocals. (The tune is well suited to the album's cover art, which should keep the release safely out of Wal-Mart.)

As for the disc's '70s slant, Freedberg says, "People love that kind of music, but they don't want to admit it. They think they should be listening to slightly atonal music with a female lead singer. When they hear something that reminds them of what they loved in high school, they're not sure if they should distance themselves."

Likewise, the band aren't sure that their fun-loving approach has much to do with the current Boston scene, even though they've never had any trouble filling clubs. "In Boston everybody knows about the bad bands we used to be in, but in New York we can be gods from another planet," offers the group's other singer/guitarist/songwriter, Ted (Lord Rockingham) Widmer. "And we much prefer to be treated as gods," notes Freedberg, snapping back into character. "Though we did play some shows here under an assumed name," Widmer interjects. "We used the name Aerosmith."

The new disc's title may not bode well for the future of the band, and certainly their living in different cities won't help -- Freedberg now splits his time between New York and Boston, and Widmer has a secret government job (no kidding) that keeps him in DC. But this round of gigs isn't necessarily a farewell. They have enough unreleased tunes for a third album, and they're still cranking them out. Indeed, following our conversation Freedberg plays a demo of "Concubine," a falsetto soul ballad in the Humble Pie mold, and an outright pop song, "Eureka -- I Found Love." So it seems there's still room to expand and explore the ethos of the Upper Crust.

"The concept was really stupid when it began," Freedberg admits. "Now it's so refined that I would describe it as rarefied."

Stephen Fredette isn't the type to let a small thing like open-heart surgery stop him from playing guitar. Last month the former Scruffy the Cat member (and brother of Upper Crust guitarist Dave Fredette) was likely the first local musician to play a gig (with his current band, Thing from Venus) on the night before a heart operation. "I needed to take my mind off it, so I figured why not -- and it turned out to be a really good gig," he explains. He's aiming to be back on stage, for the first time since the surgery, when a houseful of his friends and bandmates stage a two-night benefit for his medical bills at T.T. the Bear's Place next weekend.

Fredette was hospitalized for a heart condition that he's had since birth; one of his valves didn't close properly and needed to be repaired. Although the operation went well, he suffered a stroke afterward and was temporarily paralyzed on his left side. He's now close to a full recovery. "I'm starting to feel better; better in fact than I did before the surgery," he reports. "I had to re-educate myself on the guitar; I was hoping to shed a lot of bad habits [in his playing], but they all came back."

There's been a lot of physical therapy involved, and he's had to take it slow, but he hopes he'll be able to join at least one band on stage at T.T.'s next weekend. "I'll be there on both nights; it's the kind of show I'd go to whether it was a benefit for me or not. I'll tell you, one of the reasons I'm okay is that people have been so good to me."

A couple of notable reunions are planned for the weekend, including the Titanics (with Nat Freedberg and Dave Fredette), who'll include some songs from their later incarnation as the Satanics, and the folk-pop harmony band Lazy Susan. Ex-Neighborhoods leader David Minehan, lately a studio recluse, will play on stage for the first time in more than a year, and more surprises are likely. The full line-up at this writing: Thursday the 13th: Charlie Chesterman & the Legendary Motorbikes, Sir David James Minehan and his Loyal Knights, Boy Wonder, Wheelers & Dealers, and Pete Weiss & His Rock Band. Friday the 14th: Crown Electric Company, the Titanics, Eric Martin & the Illyrians, Lazy Susan, the Gravy, and Elbow.

Something funny happened at Jonathan Richman's Somerville Theatre concert a week ago Thursday: during a tuning break some audience members started yelling out names of obscure songs from his catalogue. Such requests get scolded or ignored. Not the case with Richman, who went on to play three in a row, including the night's highlight, "Twilight in Boston." As heard on the 1993 album I Jonathan (Rounder), it was a wistful little song about roaming the city to shake a broken heart. But on stage in Somerville he expanded on both the emotional shades and the local color (the singer's heart must have been in bad shape, because he walks all the way from Park Street into Brookline). And that's the wonder of Jonathan: just when you think you're sick of his sensitivity shtick -- with the eternal puppy-dog stare and cute dances during songs -- he pulls something genuinely moving out of his hat. Also in that category were a handful of new numbers, love songs with a darker slant than the ones he's lately known for.

Backed only by a very quiet drummer, Richman kept a safe distance from his seminal punk origins with the Modern Lovers, but echoes of that band still surface on occasion. Richman's lately invested in a fuzzbox and he stomped it during the night's extended guitar solos, producing the tinny/nasty sound familiar from that band's unearthed demos. And he's back to performing the Modern Lovers' "Pablo Picasso," a song he refused to do for years because he didn't want to say "asshole" on stage. He now exaggerates the punk sneer for comic effect but still honors the song's lyric -- "Some people try to pick up girls and get called asshole/This never happened to Pablo Picasso" -- as the timeless teenage truth that it is.

Punk-opera meister Mike Watt hits the Middle East with the Peer Group tonight (Thursday); Boy Wonder and Underball team up at Bill's Bar, Half Cocked (ex-Plush) are at the Linwood, the High-Hats are at Phoenix Landing, and January and Sweetie are at T.T. the Bear's Place . . . Halloween options for tomorrow (Friday) include The Elevator Drops at the Middle East, Sam Black Church and Tree at Mama Kin, the Strangemen at the Lizard Lounge, Jayuya and Babaloo at House of Blues, Slide and Garageland at T.T.'s, and a Mikey Dee event with Tizzy, Mickey Bliss, and a "Kostume Kontest" at Club Bohemia . . . Carol Noonan introduces her third solo CD with a show at Johnny D's Saturday; the Jesus Lizard are at the Middle East, Beat Soup celebrate a CD release at T.T.'s, Gang Green rock the Linwood, and Laurie Sargent plays the Attic . . . Sunday brings Toots & the Maytals to the House of Blues and Edwyn Collins to the Middle East . . . New Orleans rockers Cowboy Mouth are back at the Paradise Tuesday . . . And on Wednesday the Secret Stars are at the Middle East, Digney Fignus (remember "Girl with the Curious Hand"?) reappears at Johnny D's, and whoever's still in the Average White Band plays the House of Blues.