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Fred Neil, Many Sides of Fred Neil (Collector's Choice) Fred Neil has, for all intents and purposes, got this songwriting business knocked. Here's a guy who, about 40 years ago, wrote the flip side to Roy Orbison's Crying. (Candy Man). You got the same royalties if you wrote the flip side as you did if you wrote the hit, so you live off that for a few years, then you write a little ditty called Everybody's Talkin'. Harry Nilsson records it, then it goes into a movie called Midnight Cowboy and becomes insanely popular. You can live off that for . . . what? Thirty years, it seems.

Then it's 1998 and a record label puts out most of your recordings on a double CD called The Many Faces of Fred Neil. Everybody's Talkin', while a wonderful song, doesn't even begin to be the best song here. The first CD opens with The Dolphins, one of the finest, sweetest, saddest, most hopeful songs ever written, and Neil sings in a rich, buttered sandpaper baritone that gives you chills of pure pleasure.

Then you've got That's the Bag I'm In, and it's funny, and maddening, bemused and confused, and what every folkie has been working toward since Neil sang it. This is what everybody with an acoustic guitar has been aiming for all along.

Fred Neil was born in St. Petersburg and hasn't recorded for nearly 30 years. If Neil just hasn't been writing, or just didn't feel like sharing it with us, well, that's his business. But what he offered us was so rich, so deep, so strong and tender that these two discs just make us long for what we can't have.

With any luck, Neil will run out of royalties for Talkin' soon, so we can have some new songs. But until then, these records are as essential as Robert Johnson, Bach and sunshine. Grade: A

_ PETER SMITH, Times correspondent

BROADWAY FILE

Whistle Down The Wind; Andrew Lloyd Webber, Music; Jim Steinman, Lyrics (Really Useful Records) _ Andrew Lloyd Webber goes to the Bible Belt in Whistle Down the Wind, his latest musical, in which he transplants the story of the 1961 film (starring Hayley Mills and Alan Bates) from the Lancashire Dales of England to Louisiana in the 1950s. It's about a group of children who discover an escaped convict in the barn and believe him to be Jesus Christ.

Whistle has a checkered history on stage. The show premiered in Washington in 1997 to mixed reviews and never made it to Broadway. Nor was the London production (whose original cast is on this two-CD album) especially well received. But it's actually an interesting piece of musical theater, with an unusual choice of lyricist (Jim Steinman wrote songs for Meat Loaf, including Bat Out of Hell) and a pretty gutsy treatment of Christian fundamentalism.

Given the opposites inherent in the Lloyd Webber-Steinman partnership, it's no surprise the music is a bit muddled, ranging from excellent children's chorus numbers (When Children Rule the World is ridiculously catchy) to watered-down rock, like a faux biker anthem, Tire Tracks and Broken Hearts. There is a stylish evocation of the Everly Brothers in a gospel rocker, Cold, and the title song is a lovely ballad in the musical theater-uplift tradition.

Naturally, this being a Lloyd Webber score, tunes are recycled from earlier shows, such as the Aspects of Love-like The Vow. The composer's trademark high male singing is on display in It Just Doesn't Get Any Better Than This, performed by James Graeme, playing the widowed father of the kids who come upon the convict.

Whistle has parallels with The Phantom of the Opera in the person of its anti-hero in the barn, played by Marcus Lovett. Like the Phantom, he's another misunderstood double murderer who sings a tortured anthem to self, Nature of the Beast. The Whistle finale has the same frantic pacing as the Phantom finale, ending on a similar ambiguous note.

Of course, a British cast trying to sound like American Southerners leads to trouble. Swallow (Lottie Mayor), a girl who befriends the convict, speaks in an improbable hillbilly twang that disappears when she sings. Amos (Dean Collinson), the local hood, has good diction that makes him sound like a posh version of James Dean: "We were born going faster than the limits allowed." Grade: B

_ JOHN FLEMING, Times Performing Arts Critic

Up next:37TH FRAME

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