Marianne Faithfull produces maximal emotion from minimal vocal technique on this sober, nostalgic collection of exquisitely arranged cover versions. Her honeyed-gravel voice and sympathetic accompanists (especially low-key guitarist Bill Frisell) dredge dark new meanings out of Jerome Kern's "Yesterdays" and Bob Dylan's enigmatic "I'll Keep It With Mine." Faithfull also reprises her 1964 hit "As Tears Go By"—an octave lower—and forges a new standard out of Tom Waits' title track.