Hey, kids, let's make a CD: a night of drinking tequila and strumming guitar with L Word star Leisha Hailey led to Amy Cook's impromptu The Bunkhouse Recordings.

A black velvet desert sky, shades of love, and naked guitar strums feature prominently on singer-songwriter Amy Cook's third CD, The Bunkhouse Recordings. Cook recorded the gentle folk set in Marfa, Texas, outdoors, under the moonlight, at the ranch of her girlfriend, Liz Lambert. Such was also the magical setting where Cook was signed to Marfa Records, the fledgling label of ex-Murmurs singer Leisha Halley, who plays journalist Alice Pieszecki on The L Word. Cook and Hailey first became acquainted several years ago in Los Angeles. They bonded, however, more recently in Marfa. "[Hailey] and her girlfriend, Nina [Garduno], have a house there," says Cook. "So once I moved to Marfa, I basically became really close with them."

One night, Cook remembers, Hailey and others from the Marfa community were dug in for an evening with some tequila at Lambert's ranch. Cook was singing, picking idly on her guitar, when Hailey bolted up, enthusing, "I thought up the name Marfa Records, and I think you should be the first artist on my label. Let's go outside right now and make a record!"

Hailey recalls she was simply '"blown away by the sweet vulnerability' of Cook's voice, citing it as akin to Michelle Shocked's on her live record The Texas Campfire Tapes. Wishing to capture that unvarnished, impromptu sound for Cook's disc, Hailey says she and the gang built a makeshift outdoor studio, with Cook recording that very night. Hailey and Garduno pitched a tent of sheets to shield the mike from the West Texas wind. And as an added intimate touch, says Hailey, "we even lit a campfire."

Cook, who had already independently released two rockin' band-backed CDs, said of the spare, open-air recording process, "I just thought it was a great idea to go outside and do it that way, so that people could really hear the way the songs were written."

Hailey was so impressed with the material, she lobbied to have "Million Holes in Heaven," a cut from the new CD, written into an L Word script as a song Alice would play on her radio show. "And that's what happens," says Cook about the episode in which the song appears. So what else happens? Cook stays mum, save for an errant giggle. "I'm sworn to secrecy," she says.

Tucker also writes for Forward, The Star-Ledger of Newark, N.J., and Time Out New York.

On the fly

* The Bunkhouse Recordings

* Marfa

Cough and you'll miss a sultry lyric on this fragile acoustic LP, recorded outdoors under the moon-beams alongside buzzing cicadas. San Fran-bred Cook's husky, bruised voice whispers tales of ill-fated unions amid mellow color chords reminiscent of 70s singer-scribes.

--K.I.T.