Though Shelby Lynne has already reinvented herself more than once, never has her musical transformation seemed more inspired than on this release that finds the maverick Nashville artist channeling Dusty Springfield. While much of the material comes from the classic Dusty in Memphis (where the British pop singer reinvented herself with a dash of Southern soul), Lynne has recorded more than another collection of covers. With the sparest of arrangements and superb production by Phil Ramone, she inhabits these songs from the inside out, frequently offering transformations that provide revelations on both the material and Lynne's artistry. Throughout, she embodies the wistfulness of the worldly-wise other woman; one who is willing to settle for what she needs. There's a heart-stopping intimacy to the album-opening title cut, and the acappella intro renews the familiar "You Don't Have to Say You Love Me." She recasts Springfield's earlier "I Only Want to Be with You" from jangly teeny-bop into a sultry and sophisticated ballad with a Brazilian lilt. In addition to material from such master tunesmiths as Burt Bacharach ("Anyone Who Has a Heart," a particularly seductive "The Look of Love") and Randy Newman ("I Don't Want to Hear It Anymore"), Lynne offers her own "Pretend" as a hit that Springfield could have had. The yearning rendition of the Rascals' "How Can I Be Sure" provides the perfect cap for an album that establishes Lynne as a superb interpretive stylist. --Don McLeese