The Grip Weeds play
Arlene Grocery

The festival, which kicked off this week and runs through Dec. 14, brings melodic bands from near and far to spread the gospel of pop.

Forget Justin Timberlake or Christina Aguilera - this is the music of the Beach Boys, Byrds and Beatles of the '60s.

"The IPO festivals have done great things to create a buzz for 'power pop' music," said Kurt Reil, whose group the Grip Weeds performs at Arlene Grocery next Friday.

"Being associated with this music scene has helped us build an international fan base. It comes in handy to have a support system of pop fans when you play out of town."

Here are some highlights - for a complete schedule, check out internationalpopoverthrow.com.

* Tonight at Southpaw (125 Fifth Ave., Brooklyn, [718] 230-0236): The Headquarters, who sound as if they were airlifted from the mod garage '60s; Chapel Hill's the Mayflies USA, whose members are on a "lifelong Beatles kick"; and local popsters 3rd Degree.

* Tomorrow afternoon, Maxwell's (1039 Washington St., Hoboken, N.J.; [201] 653-1703): Home recording guru R. Stevie Moore; quirky Jersey band the Breetles, who are inspired by Roy Wood and 10CC.

* Tomorrow night, Maxwell's: The modern pop sound of Copperpot and New Jersey pop of Billionaire Boys Club.

* Sunday, Arlene Grocery (95 Stanton St.; [ 212] 358-1633): The Trouble Dolls, who play an "aphasic melange of prepackaged, post-Madonna chanson and bubble gum" and perform on the garage and punk side of pop.

* Monday, Knitting Factory (74 Leonard St.; [212] 219-3055): The Spongetones, a 20-year-old legendary pop group from North Carolina.

* Tuesday, Arlene Grocery: Toronto's The Kings had a big radio hit in the '80s, "This Beat Goes On"/"Switchin' to Glide."

* Next Friday, Arlene Grocery: The uplifting harmonies of Paula Kelley, formerly of the Drop Nineteens; the psychedic garage sounds of the Grip Weeds.