time it's to pull the covers over her head.

Still, in so doing, Madonna has come up with some awfully compelling sounds. In her retreat from sex to romance, she has enlisted four top R&B producers: Atlanta whiz kid Dallas Austin, Kenneth "Babyface" Edmonds, Dave "Jam" Hall and Britisher Nellee Hooper (Soul II Soul), who add lush soul and creamy balladry. With this awesome collection of talent, the record verily shimmers. Bass-heavy grooves push it along when more conventional sentiments threaten to bog it down. Both aspects put it on chart-smart terrain.

A number of songs – "Survival," "Secret," "I'd Rather Be Your Lover" (to which Me'Shell NdegéOcello brings a bumping bass line and a jazzy rap) – are infectiously funky. And Madonna does a drive-by on her critics, complete with a keening synth line straight outta Dre, on "Human Nature": "Did I say something wrong?/Oops, I didn't know I couldn't talk about sex (I musta been crazy)."

But you don't need her to tell you that she's "drawn to sadness" or that "loneliness has never been a stranger," as she sings on the sorrowful "Love Tried to Welcome Me." The downbeat restraint in her vocals says it, from the tremulously tender "Inside of Me" to the sob in "Happiness lies in your own hand/It took me much too long to understand" from "Secret."

The record ultimately moves from grief to oblivion with the seductive techno pull of "Sanctuary." The pulsating drone of the title track (co-written by Björk and Hooper), with its murmured refrain of "Let's get unconscious, honey," renounces language for numbness.

Twirled in a gauze of (unrequited) love songs, Bedtime Stories says, "Fuck off, I'm not done yet." You have to listen hard to hear that, though. Madonna's message is still "Express yourself, don't repress yourself." This time, however, it comes not with a bang but a whisper. (RS 697)

BARBARA O'DAIR