This is what Pete Townshend was thinking when he wrote "Hope I die before I

get old." Though Elvis Costello and the Attractions were playing Burt

Bacharach songs in their live sets as early as 1977, they were filtered

through their unique sensibility -- and, probably, at least partly played

to shock complacent new-wave audiences. No such luck on Painted from

Memory, Costello's new collaboration with Bacharach and the former Angry

Young Punk's first record for his unusual deal with PolyGram, which will put

his pop albums out on Mercury and his jazz and classical experiments on

other subsidiaries.

Bacharach's been enjoying much-noted renaissance of late, what with an

appearance in "Austin Powers," celebrity endorsements from the likes of Noel

Gallagher, a cable special of more notables singing famous selections from

his oeuvre. It's hip to dig Bacharach. You could hum "Raindrops Keep

Falling on My Head" in a trendy bar in Soho and not get kicked out. It's a

natural offshoot of the lounge-music craze of a couple years ago, the scene

that's split into the swingers and the cheeseballs -- Cherry Poppin'

Daddies on one side, Burt Bacharach and the High Llamas on the other.

Huey Lewis was actually about 10 years off. It's now hip to be

square, and music that was once heard only in elevators and on easy-listening

stations is leaking into pop culture once again. Maybe it's

natural. The original Hüsker Dü fans are now in their 30s, after

all.

Could we finally be slowing down? It could all be some kind of genetic

failing -- we're fated to want to listen to flugelhorns and oboe lines, but

since we grew up being on the edge, we try our best to continue to position

ourselves there, no matter what.

If you thought a Costello/Bacharach collaboration might mean Attractions

numbers with the occasional sweetened bridge or sneaky chord change, you'll

be sorely disappointed. Most of Painted from Memory sounds like

vintage

Bacharach -- albeit with Costello's trademark razor-sharp lyrical sense.

There's almost nothing musical on this record that doesn't induce a cringe

-- once the clarinets and female backup-singers kick in, you basically want

to kill yourself.

Maybe it's immature to fail to appreciate the complex musical genius of

Burt Bacharach, but if this is growing old gracefully, count me out. His

arrangements may suggest a real mastery of tone, structure, counterpoint,

but they're still unbearably saccharine -- and they haven't changed in

30 years. Where Costello has tried on many costumes -- maybe not always

with complete success -- Bacharach has mined the same basic territory his

whole career.

Given that, all of the songs on Painted from Memory sound a little

familiar, like you may have heard them in an airport bar before. There are

musical hints of Costello here and there, like on album-opener "In the

Darkest Place" or the title song, but it's Bacharach whose style defines

the album. [In an article for Details, Costello says that several

of the

songs were already finished Bacharach-compositions to which he added

lyrics, while others were true collaborations.]

Lyrically, Costello is, as always, no slouch. It's an album of lost love

songs, a genre for which Costello's affinity seems endless. "The Long

Division" gets off a nice, bent chorus: "And every night you ask yourself/

'What am I to do?'/ Can it be so hard to calculate?/ If three goes into

two/ There's nothing left over." In the spirit of his metaphoric tour de

forces like "Every Day I Write the Book" or "The Only Flame In Town" comes

"The Sweetest Punch," which takes the familiar trope of breakup-as-fight

and pushes it as far as it can go: "You only saw red/ After I said 'How can

we continue?'/ Hidden from your view in the blue corner/ That I painted

myself into/ Then we started to fight and it changed everything/ 'Here's

your ring.' "

The songs, though, deflate most of the impact of Costello's devastating

wit. I'll eagerly await the next Elvis Costello album. And though it'll

arrive with more fanfare than previous efforts, I'll do my best to ignore

the next Burt Bacharach one. Being a Costello fan means, almost by

definition, avoiding narrow-mindedness -- he's refused to settle for any one

style or tactic to make the music he wants. But if hating Painted from

Memory is a failure, then I'll wear it proudly.