When Pam Tillis decided to pay tribute to her father, country music legend Mel Tillis, she also decided that nothing would get in her way. "I just felt like it was time," she says, "so I was going to do it even if I ended up paying for it myself."

That turned out to be unnecessary - "It's All Relative - Tillis Sings Tillis" - is out Sept. 3 with an Epic/Lucky Dog imprint - but the determination she felt is reflected in the album's music.

With 12 cuts that range from hard core honky tonk to new twists on some old favorites, the CD not only pays heartfelt homage to one of country music's greatest songwriters, but displays the artist's own considerable talents as producer, arranger and singer.

Born in 1957, the 1994 CMA Female Vocalist of the Year says it took her time to come to terms with her father's legacy. One of the most popular singers in the history of the music - between 1958 and 1988, he racked up close to 70 charting singles, 36 of which reached the Top 10 - and writer of such enduring songs as "Detroit City, "Honky Tong Song" and "I'm Tired," Mel Tillis has been, as his daughter puts it, "a triple threat. He's a comedian, he's a great singer, and he's a great songwriter."

"When I embarked on my own career, when I got out of high school, daddy was at the peak of his career. I like to explain it this way: you feel like a little bitty tree in the shade of a big tree, and you're looking for light. And it's still, pretty intimidating sometimes when I think about some of the things he's done."

That would be intimidating for anybody in his inner circle. But he says he's intimidated by some of the things I've done, so I guess it evens out," Tillis laughs.

"You can't fixate on what somebody else has accomplished, you just have to say, 'this is what I want to do, and this is what I'm going to do,' and just carry on - and that's what I've done."

Still, though she succeeded in establishing her own with such strong, identifiable hits as "Maybe It Was Memphis," "Shake The Sugar Tree," "Cleopatra, Queen Of Denial" and "The Good Ones Are Gone," Tillis found herself connecting with her father's work, especially as a touring performer.

"Through the years, we'd do a song of dad's on most concerts, kind of putting my own spin on some of them, and the audiences would always love it," she notes. "Every six months or once a year, we would work up another one, and then we would work up another one, and then after about six years, I thought gosh, I've got half an album here. And also, every time I would mention that I might record an album to people in concert, the fans would just always seem to get very excited. So, it seemed like a good thing. A lot of artists have done tribute albums to their influences and their inspirations, and I just happen to have mine built in," she laughs.

Selecting the songs for the project was one of the toughest parts of the project. "There were so many great songs," Tillis notes, "and the ones I picked might not be what somebody else would pick. But these are songs that, first of all made sense to me because.well, let's put it this way: a lot of dad's songs and songs in dad's repertoire were for a man - they're gender-specific, and they would have been hard to change around. I didn't want to do that. But I also recorded songs that I think I would have done anyway at some point, whether dad wrote them or not."

"It was a deliberate choice to do something new with some of the songs and leave others alone," she continues. "I felt that anyone tuning in to a roots album is going to want some of that flavor of that music. At the same time, I didn't want to do a whole album of that, because I felt like you just can't top some of the versions of these songs - like on 'Heart Over Mind,' how can you top Ray Price? And so I had to find something new to do, and that was my way of paying respect to dad's versions and some of the others. On 'Heart Over Mind,' I felt like that song had another possibility, and I love the way that came out."

"One of the most important things I wanted to do with this album, even though I wanted to do some different versions, was to stay away from any 'pop-country.' I wanted it to be identifiably country and - I hate to use a very clichŽd word - organic, with fiddles and steels, so that even if I put a different spin on some of the songs, I'd be true to the spirit that they were written in."

To underscore the point, Tillis decided to open the album with a classic-sounding shuffle, "Burning Memories" - one of four tracks recorded in Austin, Texas, with Asleep At The Wheel's Ray Benson on board as co-producer."I was thinking, what song am I going to choose to open this album with?' I thought, just let it be straight-up honky tonk," Tillis laughs.

"Recording in Austin was a lot of fun - I'd never recorded outside of Nashville before - and Ray was great to work with. I'd been wanting to do something with him for a while, so I called him up, and he was game. We mostly used Asleep At The Wheel and got Lloyd Maines in to help on steel, and also Redd Volkaert, one of my favorite pickers to ever come through Nashville - he lives in Austin now. He's just a monster on the guitar."

In addition to "Burning Memories," the Austin sessions produced three of the album's more faithful-to-the-original cuts - "So Wrong" (Patsy Cline), "I Ain't Never" (Webb Pierce) and "Honey (Open That Door)" (Ricky Skaggs). On the last, Benson is joined on background vocals by Trisha Yearwood and bluegrasser Rhonda Vincent.

"One of the things I enjoyed most was bringing guests in on certain things," Tillis says.

"Marty Stuart played mandolin on 'Violet And The Rose' and 'Detroit City,' Delbert McClinton played harp on 'Goodbye, Wheeling,' I had The Jordanaires in to sing on 'So Wrong,' and then Dolly Parton sang with me on 'Violet And The Rose' and Emmylou Harris sang on 'Heart Over Mind.'"

"Another thing I tried to do was to step out of that Nashville session world a little bit. There are some of the main session guys on the album, but I also got some different players, like Duke Spicher on bass, Bryan Sutton on acoustic guitar and John Jorgenson on electric. The great Dan Dugmore played some steel, and so did Robby Turner, and I had Joe Manuel, who plays for George Jones, and Pat Buchanan, who's done a lot of work with Jim Lauderdale, come in and do some guitar parts, too. So, I've got some great pickers on this record. And Buddy Spicher did the fiddle arrangements for me."

Though most of the songs on "It's All Relative" will be well-known to historically-minded country fans - the set list includes "Emotions" (Brenda Lee), "Mental Revenge" (Waylon Jennings) and "Goodbye Wheeling" (Mel Tillis himself) - a couple of less familiar cuts get their due, too.

"Daddy sent me 20 or so CDs packed with songs," Tillis laughs, "and I had a feeling I might stumble across something nobody had heard - in fact, I was hoping to - and I did. 'Not Like It Was With You' had been recorded, but never released. I ran across it and thought, holy moly, I've never heard this, and I love it. He originally wrote it for Frank Sinatra, I think, but the demo sounded very Everly Brothers-like to me, and so that's the direction we went in, with the Everlys' big acoustic sound."

The disc concludes with another rarity, "Come On And Sing."

"That one's been recorded," she says, "but it's just not very well-known. Daddy said the last time he'd heard it was when the Gaithers sang it on one of their shows, but they never recorded it. One reason for doing that one was that everyone was asking me if I was going to do a duet with my dad, and there was really nothing in the catalog that was suitable for a father-daughter duet. I wanted Dad on the record - he's still around, this is not a posthumous tribute - so when when I heard that song, I thought well, this would be a good moment, and so I brought in my whole family to sing on it."

Adding an even more organic feeling to the album, much of the work on the project was done at Tillis' home studio. "We cut the main tracks in a big studio, but we did all the vocals here and all of the overdubs. One of the nice things that happened with this album is that I got that up and running. It's a great tool because there's a freedom with being able to roll out of bed into the studio, or to stay up all night and work without worrying about the clock, and I just love that."

"I think that adds a personal aspect to the album - but it cut both ways, too. Near the end of it, there was one period where I literally did not leave the house for two weeks. By the time it was finished, all I could think was, I've got to get out of here!"