"The Last Time I Saw Richard," the closing track of her 1971 masterpiece Blue, finds a disillusioned Joni Mitchell spending time "hidin' behind bottles in dark cafes" while thinking of a way out. A song cycle beginning with intoxication and ending in wounded clarity, Both Sides Now finds her making a return appearance. Choosing a dozen songs from the '20s to the '70s, with an emphasis on the '30s, Mitchell traces the cycle of a love affair. The titles alone tell the story, as she moves through the popular-song canon, traveling from "You're My Thrill" to "Don't Go To Strangers" to "Stormy Weather" before landing on the title track, a self-penned '60s hit for Judy Collins. Backed by a full orchestra and such notable soloists as Herbie Hancock, Wayne Shorter, and Mark Isham, Mitchell turns what might have been a pleasant diversion into a notable achievement. Despite past excursions into jazz, Mitchell's name may not immediately spring to mind in conjunction with the golden age of popular song, but Both Sides Now makes the connection clear. She has a richly evocative voice made for interpretation and she knows away around a lyric, even when it's not her own, like no one else. If Mitchell can lay claim to half-empty bars filled with unhappy romantics as a kind of emotional home base, Germany's Weimar-era cabarets belong to Ute Lemper, a connection Lemper has never tried to downplay. Not only has she taken the part of Sally Bowles in a German production of Cabaret, but her discography includes such titles as Ute Lemper Sings Kurt Weill and Berlin Cabaret Songs. One Weill number aside, a duet with The Divine Comedy's Neil Hannon on "Tango Ballad," Lemper turns exclusively to such contemporary composers as Elvis Costello, Tom Waits, Philip Glass, and Hannon for the new Punishing Kiss. They may see in her an opportunity to fashion contemporary cabaret numbers, or the songs may simply turn out that way in Lemper's hands, but that narrow focus is one reason the results, though intriguing, don't always live up to their inherent promise. In a way, Lemper's voice is too professional for the material; there's less personality here, if more skill, than in any of her songwriters' own performances, a quality only emphasized by the polished performances of Lemper's orchestral backing band, which consists mostly of Divine Comedy players. The tracks that work, however, are worth the wait, most notably Nick Cave's "Little Water Song," Waits' "Purple Avenue," and Scott Walker's album-closing Cold War fantasia "Scope J." Still, though they're both doing time in quasi-mythical clubs, it's Mitchell who shows how to fill one.