Stephin Merritt was out drinking in a gay piano bar when he had the vision for his "69 Love Songs" magnum opus. The Magnetic Fields frontman, who routinely writes in bars, initially intended the nearly three-hour epic as a drag queen revue. Or so the story goes.

The origins of Matt Latterell's scheme to have 69 Minnesota bands cover the acclaimed concept album are far less fanciful.

"It's not a very inspiring story," the local musician joked from a booth at Grumpy's in northeast Minneapolis.

The light bulb lit one fateful April day on a drive to a friend's house. A winter breakup had recently thrust the three-disc dissertation back into Latterell's playlist. As it rang through the stereo, he figured it would be, like, pretty cool to hear a bunch of his buds do different versions of each song. Once he arrived, he asked his friend's roommate, Brian Just of the Brian Just Band, if he would record a track.

Seven months and 68 acts later, Latterell's "Absolutely Cuckoo: Minnesota Covers the 69 Love Songs" is available for free download. Two-thirds of the bands will participate in a release show Saturday at First Avenue, with proceeds benefitting gay-rights group OutFront Minnesota.

"I think [Matt's] one of the only people that could actually do it, because he knows so many bands," said Latterell's accomplice Chuck Terhark, one of the brains behind the Zombie Pub Crawl.

Given his event-organizing experience and affinity for the album, the Zombie boss was a perfect partner. Terhark threw a similar show on Valentine's Day five years ago, when he recruited 12 bands (including his Como Ave. Jug Band) to cover the album front to back at the Turf Club. This spring, his brothers in jug learned "Nothing Matters When We're Dancing" to score the first dance at Terhark's wedding, and wound up recording it for "Absolutely Cuckoo."

Forces combined, Latterell and Terhark landed everyone from Actual Wolf to Zoo Animal, songwriting star Dan Wilson to up-and-coming hip-hoppers the Chalice, to reinvent Merritt's peculiar poesies. On the original recording, the indie antihero opines in the third person on various facets and types of love (unrequited, puppy, failed romance), with his dry humor and deadpan delivery shielding him from emotional accountability.

Merritt has famously stated that "69 Love Songs" is more of an album about love songs than a collection of love songs, but Terhark isn't entirely buying it. "I think that's another way of him trying to divorce himself from the sentimental side," he contended. "Some of the songwriting is heartbreaking."

Trying to interpret Merritt's mind-set could prove as endless as the e-mail volleying it took to coordinate Latterell's massive cover compilation. Admittedly more of an undertaking than he expected, Latterell said he was taken aback by the response from (in some cases) total strangers as he solicited their time to complete his vision.

"It was kind of like a 'Field of Dreams' thing -- just crossing your fingers and hoping all the songs would come in," he said. "But they did."

Sounds like a pretty inspiring story after all.