Richmond boy band Up Close may be headed for the big time — but they're different from the Backstreet Boys. Honest. 

One day last fall, Matt Donaldson was bagging groceries at the Chesterfield Towne Center Ukrop's when he started absent-mindedly singing 'N Sync's "Music of My Heart." His customer, Kathy Meadows, overheard and asked the 19-year-old what his future plans were.

"I want to be famous," Donaldson replied.

Meadows, whose 16-year-old son Jonathan sang second tenor in the vocal group The Chorduroys, told Donaldson that she might just have his ticket to the big time. The group — which covered '50s and '60s oldies — had decided to change its focus to pop music and was currently looking for a fifth singer.

The group's vocal coach, Michael Berkley, had recently seen an ad in Back Stage magazine calling for contemporary singers and had sent the magazine a tape of Paul Haasch, the group's 18-year-old first tenor. The artist and repertoire agents who placed the ad liked what they heard but wanted to hear him singing with a group. In the meantime, the boys decided to change their name to the more hip-sounding Up Close to reflect their new musical style. Berkley suggested that Up Close, to add depth to its harmonies, add an additional voice to its four-man lineup. Although hesitant, Up Close auditioned about 10 people without luck until Donaldson, a baritone, came along to fill the slot.

"He helps set us apart," says 16-year-old first tenor Seth Krisnow.

Standing out in the crowd is important to Up Close, which knows comparisons to boy bands such as the Backstreet Boys and 'N Sync are inevitable. Up Close clearly seems to be following the same formula that led these groups to international success: Take five young, talented guys, add some charm and good looks, throw in a little synchronized dancing and ka-ching! You've got yourself a pop-music success.

In fact, like those top-40 groups, each member of Up Close has his own distinct personality. Haasch is the "lovable teddy bear" of the bunch, while Meadows, a former punk rocker, is the "wild" and rebellious one. Baby-faced Krisnow, who bears a passing resemblance to 'N Sync front man Justin Timberlake, is described as the "All American." Bass singer Matt Stanley, 17, adds some sophistication to the group as the quiet, thoughtful intellectual. And newcomer Donaldson is looked upon as the most laid-back member of the group.

But the members of Up Close are confident they are different from today's hot boy bands. Although they are quick to point out that they have the cuteness factor covered ("They have one or two ugly guys and we don't," Meadows jokes about the Backstreet Boys and 'N Sync), Up Close also stresses its musical differences. The group can sing four- or five-part harmonies, which is rare in today's pop-music scene. Meadows points out that most of today's boy bands sing three-part harmonies at the most. "We were a vocal group before we were a boy band," Meadows says. "I think we have a lot more potential."

Plus, although they answered an ad in a magazine, Up Close was not put together by a record company like many of today's groups. They also play instruments. Haasch and Meadows both play guitar, and Donaldson plays the saxophone.

A major recording label is showing a lot of interest in Up Close. The group recently recorded and submitted a demo tape, which included a couple of songs written by the record company.

Up Close's repertoire still mostly includes covers, only of more contemporary ditties such as Edwin McCain's "I'll Be" and Extreme's "More Than Words." Given the chance, their harmonies could easily give the Backstreet Boys and 98 Degrees a run for their money.

Right now boy bands are big business, but Lisa McKay, program director for Q94, a top-40 Richmond radio station, says fans' tastes are fickle. "Pop culture moves at the speed of light," she says. "The fans ultimately determine the popularity [of groups]." Even so, McKay's not predicting the end of the boy-band craze just yet.

"Talent generally shines through," she says. And the time is right for young groups like Up Close. "There'll always be bands with boys in them," she says. "Get in while you're young and cute."

Although they have the talent and charm to rival the big boys, Up Close also has already had a brush with some of the timeless problems facing young entertainers. Berkley, the vocal coach, quit two weeks ago, after clashing with some of their parents on how the group was being managed. The group is looking for a replacement.

But for now, Up Close isn't too worried about what the future holds. The guys are just enjoying what they love to do best — sing. "We're not in it for the money," Stanley says. "We just like to