Before Holly turned her interpretative skills to material by Tom Waits, Joni Mitchell, and the Beatles, the Holly Cole Trio (with David Piltch on bass and Aaron Davis on piano) performed mostly standards, but performing classics didn't stop their knack for turning songs inside out. Oldies like "If I Were a Bell" and "Honeysuckle Rose" get irresistibly swinging arrangements with a delightfully unorthodox fiddle, "Smile" is given a stark pop edge, and "Trust in Me," from "The Jungle Book," is given a bossa-nova-inspired treatment. Holly's gift for pop vocals are used to perfection on "Calling You," now one of her signature tunes, and Tom Waits contributed a new composition, the lush and jazzy "Purple Avenue." The strongest moment? Holly turns the sweet "The Street Where You Live" from "My Fair Lady" into a dark and haunting narrative (Holly has said in interviews that this song always seemed to her like the story of a stalker). The unique intro and always flawless vocal inspires chills with every listen. The weakest moment? Well, it depends on your mood, but the ultra-slow arrangement and drunken slurr of a vocal on "I'll Be Seeing You" can occasionally be a difficult listen. It's a small price to pay, however, on a collection as original and polished as this.