Fans accustomed to Joni's soaring soprano and the spare acoustic settings of her folk-rock albums are in for a shock. Here her voice has dropped an octave or so, and she sings 10 tunes from an earlier pop era (as well as two originals) as torch songs, in a husky, smoke-cured alto. With phrasing that evokes a latter-day Billie Holiday, Mitchell covers such Lady Day numbers as "You're My Thrill" and "You've Changed," a desolate love-gone-dry song made sweet by accompanist Wayne Shorter's tender saxophone. In places, however, the melodramatic, string-heavy orchestrations featured on tracks like "Stormy Weather" make the songwriter, long known for her sly deconstructions of pre-rock pop styles, sound more like the kind of ermine-and-pearls lounge crooners her parents might have swooned for. While just such an overripe arrangement makes a new version of her own 1971 impressionistic barroom blues "A Case of You" (from Blue) sound sentimental, the album highlight is a richly textured reinvention of the title tune, one of Mitchell's classic compositions. A pop hit for Judy Collins in 1968, the song is rendered here as a melancholy, middle-aged woman's rumination on the mysteries of love.