The film, which stars Cher and Christina Aguilera, opens in theaters on November 24th.

Phillips produced the songs with Christopher Thorn, guitarist for Blind Melon and a respected producer (Anna Nalick, Under the Influence of Giants). Although they're longtime friends (and neighbors), Burlesque marks the pair's first collaboration. They were joined in the studio by several members of the Squirrel Nut Zippers as well as the Petrojvic Blasting Company.

"They told me, 'We don't want jazz recreationists. What we love about the Squirrel Nut Zippers is that it's this old world jazz, but it has a punk rock spirit to it," says Phillips, whose first band was the North Carolina punk outfit Subculture, which toured extensively with NOFX. In addition to his tenure with the Zippers, Phillips has recently played with the Dickies and The Jesus and Mary Chain's William Reed.

Shooting was already complete when Phillips was brought onto Burlesque but, due to security restrictions, he didn't see any footage until nearly the end of the process. Instead, he worked from the temp tracks that had been used during filming.

"We'd match the tempo and then we'd try to figure out what was going on logistically," he recalls. "It was a considerable challenge, especially the dancescenes, where there needed to be some specific rhythmic things going on."

Phillips juggled the schedules of 22 musicians to record the nine tracks. While many songs were written specifically for Burlesque, they also performed a version of the film's "Welcome To Burlesque" theme,"Sitting Pretty" (from Cabaret) andtwo Squirrel Nut Zippers classics, "That Fascinating Thing" and "Suits Are Picking Up The Bill."

"There was a strange sense of déjà vu, re-recording songs that I'd recorded 15 years ago," says Phillips, noting that Zippers' guitarist/vocalist Jimbo Mathus even flew in from Mississippi to participate. "He's an amazing talent. I've worked with Jimbo for the better part of my life now, but this session in particular illuminated how joyous our chemistry is."

The sessions took place primarily at EastWest Studios in Hollywood. Everyone from Frank Sinatra and the Beach Boys to Bruce Springsteen and U2 has recorded at the historic studios, which were built in 1961 by legendary engineer Bill Putnam and formerly known as United/Western Recorders and Cello.

"It had all the right microphones and characteristics that enabled us to get the kind of authentic sound the Squirrel Nuts Zippers go for," says Chris. He also tapped The Petrojvic Blasting Company to perform and assist in the writing of several tracks. The group, which he manages, hails from Nashville, but is now based in Los Angeles. Known for its street corner performances, the Blasting Company plays a unique mixture of Eastern European Balkan brass music and New Orleans street jazz.