Former Velvet Underground frontman Lou Reed can be a pretty scary dude. He's the kind of guy who would yell at you from his bedroom window if you walked across his lawn, and over the years he's developed a reputation for being publicly gruff, abrupt and confrontational.

Of course, when you've already sung about heroin users, transvestites and murderers, and created a symphony of electronic noise when Trent Reznor was still in grade school, it's pretty hard to keep frightening your fans -- which may be why Reed has turned to classic horror author Edgar Allan Poe for inspiration.

On January 28, Reed will release the double CD The Raven, a multifaceted presentation of the works of Poe, which features a combination of new rock songs, dramatized Poe stories and harrowing noises that sound like they were culled from a Halloween sound effects record.

Reed wasn't always a Poe fanatic. As a kid, he read "The Cask of Amontillado" and "The Raven," but he wasn't sold on the 19th Century writer until about five years ago when he agreed to read Poe's "The Tell Tale Heart" at a Halloween extravaganza hosted by producer Hal Willner.

"That's when I first really understood Poe -- reading him out loud," Reed recalled last month. "For me, that was amazing and I became really, really interested in Poe."

That interest blossomed into obsession, and in 2000, Reed and experimental director Robert Wilson debuted the musical theater piece "POEtry," which opened in Hamburg, Germany, and was re-staged in Brooklyn, New York, in 2001.

"Poe is that most classical of American writers -- a writer more peculiarly attuned to our new century's heartbeat then he ever was to his own," wrote Reed on his Web site. "Obsessions, paranoia, willful acts of self-destruction surround us constantly, [so] when given the opportunity to bring him to life through words and music ... I surged towards it like a rottweiler chasing a bloody bone."

The production only fueled Reed's penchant for Poe, so he and Wilson decided to create The Raven, which expands on the ideas presented in "POEtry."

"It's been re-written so it's a record," Reed said. "It's not a copy of a play that you need to see. We loved the play. We thought it was really cool and we thought, 'Wouldn't it be fun to make this something you could listen to?' Instead of going to a movie for two hours, you could bring this thing home for two hours."

As in "POEtry," Reed has painstakingly rewritten the prose of Poe and presented it in a context easier for a contemporary audience to grasp.

"If you sit down and read Poe, you sit down and read him with a dictionary," Reed said. "He's an amazing scholar with words, but a lot of these words were very obscure in the first place when he used them. So I looked all of them up and brought all of them up to date so we would know what he's talking about. And I wrote to sound like him. If you knew nothing about Edgar Allan Poe, never read him, never heard of him, you would do fine with this record."

Reading the stories and poems on The Raven is a celebrity-filled cast including Willem Dafoe, Steve Buscemi and Amanda Plummer.

"Working with Willem and Steve is about as much fun as you can legally have," Reed said. "Having them act out your words is fantastic. They're professional actors and I was lucky to have them. They were really doing me a favor. They said they were fans of mine, thank God, so it worked out really great."

In addition to working with star actors, Reed recruited a roster of gifted musicians including David Bowie, folk duo Kate and Anna McGarrigle, his wife Laurie Anderson and gospel pop group Five Blind Boys of Alabama. As excited as he was to reunite with Bowie, who sang on and produced Reed's 1972 album Transformer, Reed was even more thrilled to record with avant-garde jazz legend Ornette Coleman.

"He's been an idol of mine ever since I heard him in the '60s," Reed said. "I used to follow him around from jazz club to jazz club, so when finally we got Ornette in there, that was a very big deal for me."

The Raven might just awaken a new generation of youth to the imagery and creativity of Poe. If so, that's great, but that's not why Reed undertook the project.

"I just wanted to have a good time," he said. "That's always been my motivation. I've always thought of rock as a very freeing thing. I feel really great when I'm doing it and listening to it, dancing to it, playing it. I really like that. I wanna have fun, that's it. I don't wanna work. And I've gotten away with it so far."