*** AUSTIN POWERS THE SPY WHO SHAGGED ME -- MUSIC FROM THE MOTION PICTURE

(Maverick)

On 1997's Austin Powers: Original Soundtrack (Hollywood), music supervisor John Houlihan managed to get the Cardigans on their way up, but he had to settle for catching Edwyn Collins on his way down, plucking Susanna Hoffs and the Lightning Seeds from the where-are-they-now file, and filling space with moldy Strawberry Alarm Clock and Brasil '66 oldies. This time the Austin Powers franchise was a known quantity and Houlihan clearly had clout to spare.

Thus, we have Madonna teaming back up with producer William Orbit to create a brand new tune, the '60s-tinged retro-futurist dance-pop gem "Beautiful Stranger" (replete with a little Doors sample). In place of the Strawberry Alarm Clock we get a live-at-the-BBC 1965 "My Generation" from the Who. Instead of an ex-Bangle doing Bacharach, it's a Spice Girl (Scary Melanie G) updating Cameo's electro-funk workout "Word Up," Lenny Kravitz digging the heels of his Beatle boots into the Guess Who's "American Woman," and R.E.M. having all the fun they forgot to have on last year's Up with Tommy James's silly "Draggin' the Line." And rather than slumming it with the Posies, Burt Bacharach gets to hang with his new best buddy Elvis Costello on a remake of "I'll Never Fall in Love Again." Hell, even the gratuitous track by the token Maverick baby band, Stockholm's Lucy Nation, is pretty, ah, groovy. Yeah, baby!

-- Matt Ashare