In the burlesque-themed video for "Paris (Ooh La La)," Grace Potter and the Nocturnals' breakout single in 2010, the band is framed as sassy rockers. Dancing underneath shimmering chandeliers, Potter and bassist Catherine Popper are wild and scandalous, sporting an enticing miniskirt and sequined hot pants, respectively. Ironically, the group's roots are way earthier than this slice of sexiness implies. Based in Waitsfield, Vt., Potter and the Nocturnals originally made a name for themselves on the jam-band scene. Tallying an average of 200 shows a year in the mid-2000s, the group honed its 1970s-loving fusion of Americana and soul-funk while sporting more, uh, modest apparel. After signing with Hollywood Records, they released 2007's This Is Somewhere. It sold well enough, but it was obvious the label wanted to make the band -- Potter in particular -- into pop stars. For a follow-up, the group decided to overhaul both their image and sound. They also replaced bassist Bryan Dondero with their second bombshell (Popper). Grace Potter & the Nocturnals, released in 2010, found the band taking a stab at Black Keys-inspired rock 'n' roll. It's hip, groovy and decidedly retro.