The idea on Tonin' was to turn the Manhattan Transfer loose on a baker's dozen of good old 1960s pop and R&B hits in league either with the original artists or prominent guests from that period and beyond.

And yes, it's a stellar list, guaranteed to stir warm and fuzzy memories, and the tunes echo the old lament of an earlier age, "they don't write songs like they used to." For almost any other vocal group, this would be an entertaining coup, yet for the hugely gifted, compulsively adventurous Transfer, this is just a detour into the tent of nostalgia that they had long outgrown (though they would do better in the retro arena with 1997's buoyant Swing).

Moreover, they really have nothing new to bring to these tunes; they serve as background singers to Smokey Robinson on his "I Second That Emotion," to Felix Cavaliere on his "Groovin'," or -- good grief -- Phil Collins subbing for Marvin Gaye on "Too Busy Thinking About My Baby." Indeed, "The Thrill Is Gone" can serve as its own epitaph; even with B.B.

King's authentic guitar obbligato and Ruth Brown's rap, the Transfer's smooth vocal harmonies turn this gritty blues into pap.

However gutsy Arif Mardin's productions were in Atlantic's 1960s heyday, he just goes through the crisp-sounding motions here.