In three days in May 2003, recorded live with Amy on vocals, guitar, piano, and baritone ukulele, and various friends helping out on guitar, drums, cello, and bass, Lakeville was half-done; it was finished over five days in September during a return to the Paramour, with Amy and Mark joined this time by bassist Daryl Johnson (Emmylou Harris), drummer Scott Amendola (Charlie Hunter) and guitarist Josh Grange (Victoria Williams). What a contrast from the making of her debut, which she started while signed to Virgin and finished during her tenure at Capitol. "The first one, I had what seemed like limitless resources - major labels, seven different producers, money." Amy recalls with an ironic edge to her voice. "This record I had no money, no label, no resources."

She did have the good luck of running into Howard, plus several years of additional experience honing her craft - encountering a few hard knocks along the way. "I was lost, unhappy and freaked out," she says about the period following her departure from Capitol. "I left L.A. for a show back in New York, opening for Emmylou Harris on July 4, 2001 and ended up going straight from the show back to my parents house in Lakeville, Massachusetts. I hoped to do some writing, you know like Emily Dickinson," Amy laughs. "There I was at 30, hiding out at my parents essentially, but I soon realized I didn't belong there. September 11th happened and it woke me up. I wanted to be back in New York with my old friends…and the community of people that inspired and supported me in the first place." Chinatown had been Amy's home before her record deal, and she'd built a network of pals in New York since her college days at Barnard. She soon settled in Brooklyn. "That was a difficult transition, feeling like I had kind of come back with my tail between my legs, a little older and humbled. But I could still write and sing and thought, 'I'm not done. My spirit hasn't been broken.'" Woodshedding and giggling ensued. "I wrote some songs and made a couple recordings with a friend in New York and then in London," Amy continues, "Eventually I made a trip to L.A. to visit friends and ran into Mark Howard at a diner in Silver Lake. I'd met him quite a few years earlier when I was on Capitol and we'd spent a day recording together at Teatro (studio) but the label rejected our work. He said, 'Come up to the Paramour and listen to what Lucinda and I have done…Maybe you'd like to record some songs.' I told him, 'I'd love to, but I don't have any money.'" Amy recalls. "Money?" he said, "Just come up and record."

The initial session personnel came onboard just as casually, according to Amy. "[Guitarist] Michael Chaves, who plays with John Mayer, happened to be home, and [drummer] Dean Butterworth was free for a few days from a tour with Bill Morrissey. Some of my good friends in the band Aeon Spoke from L.A. were an integral part, too. Also, [cellist] Gerri Sutyak, who toured with me on the first record and friend [bassist] Kip Boardman - so people from a lot of different scenes came together and made it happen." The off-the-cuff sessions found Amy feeling relaxed and sure of herself. "We cut everything live with everyone sitting in the same room," she says. "Most of the vocals were one takes. The ballroom had been built for opera singers, so there were these incredible acoustics which made it almost impossible to sing out of tune." Amy remembers. "And that sense of grandness and soul the room had. It was a magical place to play."

Rather than start looking for a new label with the songs they'd cut, Amy wanted to complete Lakeville on her own dime. "Mark said, 'If you can't finish it in five days, I'll finish it with you." according to Amy. Howard called in Johnson and Amendola and "it worked out," says Amy with a sigh of relief. "People have so often said to me, 'You're so much better live than on your recordings,' and I think we've captured some of what I can do in front of an audience, the spontaneity and energy. The relaxation and the confidence are there. These songs are dark, but there's joy in the singing of them."

The album's eleven tracks were comprised of intriguing new material she'd been playing in clubs over the past few years and some songs which were "ancient history" to her, songs she'd tucked away that hadn't made it onto the first album. "Most of them had come out of a central image that moved me and stayed strong enough in my mind to write about it. The wistful '59th Street' started with a memory that drifted into my head one night at the piano…of being in a yellow cab and driving away from a hotel in the rain, after the shock of realizing romantic feelings I had for someone were only going in one direction." Amy explains. "I wrote 'California' because of those palm trees out there…the lemon trees…hummingbirds humming…helicopters…the icons of my California dreamin'.'" Amy laughs. "'Coney Island' came after a night celebrating my friend Josephine Foxworth's 84th birthday party at St. Vincent's hospital. We got good and drunk and I fell asleep on the train trying to get home…"The Devil & I' came from an experience I had with a ghost that held my hand." She continues, "I was on tour and sleeping at a friend's house in New York, and while I was half-asleep he came and took my hand and just stood there holding it, like maybe I wouldn't notice, that kind of thing. I felt my heart pounding and I was terrified but couldn't scream. He later haunted my friend as well, who doesn't even believe in ghosts, til now."

That experience prepared her for what was to come at the Paramour. "There was this kinda trippy looking guy walking around with long dreads and dressed all in white. He was at the Paramour the day we recorded 'Beautiful/Ugly,' which was a magical moment. We were all 'on' and connected…and there was a palpable energy in the room…Later, I asked the guy what he did at the Paramour, and he said, 'I'm cleaning the house of ghosts.' So, I guess the place was haunted - and maybe in the process of cleaning, he swept one into the recording hall that day that helped us out."

Whatever the case may be, Lakeville is an artistic triumph that transcends any sort of sonic trend or category. It's pure Amy Correia. Which suits her just fine. "Any time you make music, you've got to be true to yourself," she says. "Even if it's a little kooky or strange - that's all you've got."