Lullaby Baxter's story couldn't be better: A onetime topless DJ at a Toronto club, Baxter (Canadian-born Angelina Teresa Iapaolo) was discovered when she impulsively sang at an open-mic night. Her backing band couldn't be better, either: The Oranj Symphonette (Joe Gore, Ralph Carney, Matt Brubeck, Rob Burger, and Pat Campbell) has released two albums of mostly Henry Mancini covers, while most of the group members moonlight as sidemen for Tom Waits. So it's no surprise that Baxter's debut owes a great deal to Waits, what with the hobo-blues lyrics and distinctive instrumentation. Baxter brings to her music a torch-song gentility Waits obviously lacks: Strange as it can be, Capable Egg is far from an abrasive, Beefheart-brand paint remover. Instead, it's a nice trip through carnival territory, and thanks to the freak-show characters Baxter documents, the calliope-inspired songs don't reek of cotton-candy sweetness. "Rooster In Love" is a barnyard-romance yarn that may not be metaphor, while "Mama (Should I Bake A Cherry Pie And Hide You Inside?)" is told from the perspective of a fretting child trying to save mom from some dire, rapidly approaching fate. "Morty Mort-Morton Showstopper Calhoun," "Knucklehead," and "Ding-A-Ling" are teasing schoolyard chants, while "Mr. Powder-Blue Breadbox," "Horsey Don't Snore," and "The Chatterbox Chronicles" are full of surreal twists worthy of Lewis Carroll. Capable Egg presents a strange world populated by even stranger people, but Lullaby Baxter Trio's grip on its eccentric material is remarkably restrained and mysteriously magnetic.