by Stephen Thomas Erlewine Elvis Costello's collaboration with Burt Bacharach produced the exquisite Painted From Memory, an unabashedly classicist pop album that recalled Bacharach's heyday with Hal David. It was such an individual album, unlike anything in Costello's catalog, that it's a wonder that the same batch of songs could produce another album as equally compelling and unique, which is exactly what Bill Frisell's The Sweetest Punch is. Costello sent Frisell demos of every song on Painted From Memory after they were completed. As Costello and Bacharach worked on their album, Frisell wrote his own arrangements of the songs, assembling a stellar band -- including Don Byron, Brian Blade, Billy Drewes, Curtis Fowlkes, Viktor Krauss, and Ron Miles -- to record an alternate album. Neither group of musicians heard the others work, which meant each record developed its own personality. Indeed, it's fascinating to hear The Sweetest Punch after living with Painted From Memory for a year -- it's like passing through the looking glass. Frisell stays true to his own music and the songs, crafting inspired, subtly challenging arrangements. They're a far cry from the lavish orchestrations of the Costello-Bacharach affair, but Frisell's mild dissonance and elegant flow feels equally luxurious. These versions emphasize the strength of the songs. The musicians on The Sweetest Punch open the songs up, just as numerous jazz artists have with pop standards, discovering new emotional and musical layers to the melodies. And that's the key to the record's success: Not only does it work as a companion piece to Painted From Memory, but it's a wonderful work in its own right that can be appreciated without knowledge of its predecessor.