Not to be outdone by Rod Stewart, Carly Simon or Linda Ronstadt, Paul McCartney takes a stab at old-time music on his latest album, Kisses at the Bottom*, which features a dozen covers and two originals.

"When I got into songwriting, I realized how well-structured these songs were and I think I took a lot of my lessons from them," Sir Paul explains. "I always thought artists like Fred Astaire were very cool. Writers like Harold Arlen, Cole Porter, all of those guys - I just thought the songs were magical. And then, as I got to be a songwriter I thought it's beautiful, the way they made those songs... It was important for me to keep away from the more obvious song choices, so many of the classic standards will be unfamiliar to some people. I hope they're in for a pleasant surprise."

Several of the songs should be recognizable to both old and young. "Bye Bye Blackbird," The Glory of Love," "Always" and "Ac-cent-Tchu-Ate the Positive" are standards for any generation. Backed by Diane Krall's band, a host of guests (Eric Clapton, Stevie Wonder) and production legend Tommy LiPuma, it's hard not to appreciate the effort, even if McCartney often struggles with the material.

Perhaps too reverent, he whispers vocals from the opening song on. The more upbeat the arrangement, the better he sounds. When McCartney wants to sing, he can. Egged along by Clapton, he gets down and dirty on the bluesy "Get Yourself Another Fool." His takes on "Ac-cent-Tchu-Ate" and "Glory" are full and swing.

Lush with strings and mellow to the point of achingly slow, Kisses caresses. McCartney dredges up tunes from Guys and Dolls ("More I Cannot Wish You") and by the Ink Spots ("We Three (My Echo, My Shadow and Me)"). But the inclusion of "My Very Good Friend the Milkman" is a head-scratcher."

McCartney completists need look no further than the originals, both written, it would appear, for his new wife, Nancy Shevell. On the plaintive "My Valentine," he coos, "She makes me certain so I can fly." The album closer "Only Our Hearts" contains his strongest vocal. (Beatles fans may get goosebumps.)

Now 69, Paul McCartney has created a love letter to the music that inspired him. It's a realm he really doesn't know, limiting what he can do. Still, with a terrific team at his disposal, McCartney's tribute to the American songbook is a pleasant surprise.

* The title of the album is a lyric from "I'm Gonna Sit Right Down and Write Myself a Letter"

Lenny Bloom contributed to this review

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