It's a chilly October evening and the sky is pouring rain. I climb into my car, start it up, and head towards home. The latest Elvis Costello and Burt Bacharach record, Painted from Memory, is in the tape deck. Immediately a powerful intermingling takes place, and it's impossible to tell where the strong bittersweetness in my chest is coming from. Why do I suddenly want to wistfully cry? Am I just a pansy? Is it the music that has made the moment, or the moment that has made the music?

Memory is an album for rainy evenings and broken hearts. Bacharach and Costello have painted music from the collective pop memory of romantic melodies, a collection of songs for weeping lovers that pays honor to an era, but seems to exist outside time. It's the kind of record Frank Sinatra might have made in the fifties, something you slip into the CD player on a lonely Friday night when there's nothing on the TV and the only companion you can find is a good book.

On first listen, Memory sounds more like an album written solely by Bacharach, with merely the singing provided by everyone's favorite angry middle-aged man. It's easy to initially dismiss the record as a genuflecting Costello following the almighty Bacharach as he puts a 24-piece orchestra and a piano player through their swingin' paces. But after repeated exposure, Costello's role in the collaboration becomes more apparent. He provides an edge that no singer has yet brought to Bacharach's music, through both his lyrics and his vocals. This is not Dionne Warwick's silky soprano gliding through Bacharach's lush arrangements. Costello's passion and personality emerge from every note he sings. The tense nasal slice of Costello's voice sometimes combats Bacharach's arrangements, and sometimes soothes them.

It's a brilliant if occasionally unsettling mix of attitudes. The twelve songs resulting from the teaming of two seemingly bipolar pop musicians occupy their own unique realm, where the occasional saccharine of Bacharach's music is offset by the occasional overintensity of Costello's lyrics and vocals. There's a strong hint of classic Sinatra in several of the tunes, especially on the title track and on My Thief, a somewhat disturbing ballad of possessive love. Costello and Bacharach were clearly aiming for a mood record that could stand alongside the Sinatra classic Only the Lonely, and they may very well have done it.

That's a high honor to bestow, but it's fully deserved. This pairing of two musical geniuses has brought both to a new standard of artistic creation. On one hand, Bacharach has forced Costello to tighten his lyrical clarity and impact. By refusing to change his melody lines to fit Costello's extra words, Bacharach has focused Costello's lyrical composition. In the same vein, Costello has tempered Bacharach's penchant for sappy overarrangement somewhat, though there are some glaring moments of misarrangement still present on Memory. For example, the opening instrumetal section of "The Long Division" sounds more like Bacharach's worst dreck from the seventies than any of his brilliant sixties output. It's not a perfectly even marriage--one has to believe that some of the excess in arrangement is Bacharach's doing, and it would have been nice if Costello had spoken up and scaled things back a bit--but the product is still captivating.

Costello's words take the lyrical themes common to Bacharach's past collaborations--lost love, broken relationships, lonely nights--and imbue them with a characteristic cleverness. The double meanings and witty rejoinders for which Costello is famous are most apparent on "The Sweetest Punch," the most overall Costellian track on the record. A perfect pop melody is echoed in strings as the lyrics metaphorically relate the moment when you're first hit by an amazing love, and the moment when you're hit by its end: "You knocked me out/It was the sweetest punch/The bell goes..." Then bells actually enter the arrangement, paired with Steve Nieve's taut piano work, and the cresting chorus carries you away.

On the record's penultimate track, "What's Her Name Today," Costello sings lyrics that sum up the motivation behind his words, Bacharach's music, and the ultimately the record itself: "Because it's a lonely world/She wants to believe for a while in all the things you say." The world of Painted from Memory is from a lonely world, and Costello and Bacharach make it impossible to imagine any other possible landscape for the record's duration. You won't get the boy or the girl, and it will hurt not to have that love.

If you're not lonely, or you've never known what it's like to be lonely, then Painted from Memory is not for you. It comes from a smoky, quiet place in the heart, where every love is unrequited and every lover will eventually leave.