It was an evening that seemed to transform the past as it formed the present. There was Steve Nieve, former mad professor keyboardist of the Attractions, standing calmly in a suit and adding mere brushstrokes to the musical canvas unfolding around him. There was Burt Bacharach, leading an orchestra and massaging a piano through songs of lost love, swaying helplessly to the beat and mouthing the words along with the singer. And there was a tuxedo-clad Elvis Costello, on a self-imposed exile from Planet Revenge and Guilt, writhing and dueling with his microphone as though the emotional impact of his songs could never totally escape his body.

Last Friday night at the Chicago Theater, Costello adopted a Sinatraesque performance style for an evening of songs shared with Bacharach, a 24-piece string section, a duo of horn players, a quartet of backup singers, two keyboardists and the traditional bass/guitar/drums core of any pop band. You couldn't help but share the performers' enthusiasm for their music as they worked through sets of their own individual material and shared the stage for tunes from their new collaboration, Painted from Memory. Between Bacharach's swaying and Costello's faux hipster finger-snapping, they effortlessly stifled any reservations about accepting their new co-written material. In the process of disarming any skeptics, they also put forth a nearly-seamless two hours of romantic ballads, music for those who as Costello phrased it "love to luxuriate in melancholy."

The concert opened with a darkened stage and Costello's acoustic guitar chords filling the theater from an offstage mike. He sang the first verse and chorus to Bacharach's "Baby It's You" before introducing the composer himself to a wild reaction from the audience. Bacharach then led the orchestra in a rousing instrumental rendition of "What the World Needs Now" as Costello took the stage to more enthusiastic applause. They then opened the show with "Toledo," one of the more Bacharachian songs on Memory with its flugelhorn opening and slow-grooving chorus.

For the rest of the evening, the tension between Costello's simmering vocals and Bacharach's velvet arrangements brought a new immediacy to their songs and crystalized exactly what makes the new music they've created together so brilliant. The most common critical fallacy in many reviews of Memory is to miss the idea that what's being offered are twelve Bacharach/Costello compositions, a new entity that can and should differ from pure Bacharach and pure Costello. Seeing the two performers recreate their music in a live setting highlighted exactly what each artist brings to this collaboration. Bacharach contributes his usual smooth melodies and bittersweet arrangements. But instead of situating his vocal inside of those arrangements, Costello sings outside of them, meeting the instruments for a unified impact at times before turning abruptly and battling against them.

The most tortured vocal moments in "Such Unlikely Lovers" provide an excellent example. Last Friday night, Costello rung those notes from his voice in such a way that his anguish betrayed the lush romance of the music surrounding him. In a moment like that, there's a duality of meaning within the song itself; the vocal says one thing, and the instruments say another. It's a perfect representation of the inner tension that can often accompany a forbidden love affair, and it encapsulates what's required to meet this music on its own terms. You have to accept that Costello isn't Dionne Warwick, and that Bacharach isn't...well, that he isn't Costello. They're creating fresh and bold music together, but it requires an open ear to distance the product from each artist's past work.

Oddly enough, the evening's only disappointing moments came during Costello and Bacharach's respective solo sets. Bacharach seemed to rest on his legendary laurels for his half-hour set, performing two endless medleys of his past hit songs from films. Some of the selections were terribly weak--I hope to never have to hear "Arthur's Theme" or "The Man Who Shot Liberty Vallance" in a live setting again. Those selections that were worth hearing were cut short because they were part of a medley. It would have been great to hear the entirety of "Say A Little Prayer" or "Look of Love" instead of just a minute or so of each. The brevity of the songs also made it tough to establish an emotional connection with the performance; just as the listener was hooked, it was time to move on to the next number. Burt, we know you have tons of hits, but let's hear you convey five or six of them with emotional honesty instead of glossing over twenty in the span of thirty minutes.

Costello's set featured some moments of searing emotional power, such as a solo acoustic rendering of "Still Too Soon to Know" from 1994's Brutal Youth. But throughout the set, the strings and horns went either grossly underused or misused. The Steve Nieve string arrangement for "Accidents Will Happen" tacked on an eerie opening section that failed to connect with the pop enthusiasm of the rest of the song. Costello's arrangement for "Veronica" only kicked in during the last thirty seconds of the tune, which rocked beyond compare but left the listener drooling for more. One got the sense that Costello felt afraid to let loose with his usual tearing performances for fear of shattering the fragile mood of the evening, but the songs he offered largely misrepresented what he's capable of doing, either erring on the side of caution or failing for their overambition. His peak was a full-orchestra arrangement for a tune written for Dusty Springfield, "Just a Memory." Hearing flugelhorn and strings surrounding Costello's heartbreaking melody made for an unforgettable music moment.

After Costello's solo set of songs, it was back to the pair's collaborative efforts. The show ended with "God Give Me Strength," the first song the two co-wrote and a fitting conclusion to a stunning night of music. Bacharach and Costello had weaved a heartbreaking, tense melancholy throughout their two-hour concert. It was an evening for songs out of time, the kind of show that would have made Costello's father, crooner Ross MacManus, extremely proud.