For an artist as innovative as Joni Mitchell, the decision to make an album composed largely of covers wasn't an easy one.

"This is very different for me because I'm a freshness freak. And I'm pretty intolerant of copycats," says Mitchell of recording "Both Sides Now," an album of standards coming March 21 on Reprise Records in the U.S. and Feb. 28 elsewhere. "The goal was to keep [the project] from being a curio or merely a reflection of the past but to make it progressive in some way."

The idea for the album came after Mitchell, Billboard's 1995 Century Award winner, began incorporating classics such as "Stormy Weather" and "Comes Love," both of which appear on this album, into her live show.

That led her and co-producer Larry Klein to start thinking about other standards that she could record in an orchestral setting. "I started looking at songs and thinking, 'You know, wait a minute, "You're My Thrill," what if we did this? We could take this other song and do that.' The concept was to make an album that was a commentary on romantic love in the 20th century."

The journey begins with the first blush of infatuation via "You're My Thrill" and leads the listener through the slings and arrows of a relationship that ultimately ends sadly and with the displaced lover wondering when love will strike again.

For Mitchell, taking the trip meant bringing something new to the material. "The people who had done the songs before had done a crackup job," she says. "You had to make it your own the only way you could. You had to [bring] your own experience to it and just bring out the drama in a way perhaps that hadn't been done."

For Mitchell, the hardest song to tackle was "At Last," so clearly associated with Etta James. "I first heard that song, oddly enough, in a tampon commercial," Mitchell says. "Every time I'd hear it, I'd run towards the TV and crank it up because just as it was [fading] down in the first verse, she'd hit a couple of notes and all the hair on my arms would stand up and God came in and landed on her for four or five notes. Hardly any singers ever, no matter how good they are, get God to come in."

The album was cut in three days at George Martin's Air Studios in London. Four songs were done with a 71-piece orchestra, four with a 42-piece, and four with a 22-piece big band. Mitchell seamlessly weaves two of her compositions, the famous title track and "A Case Of You" (from her seminal 1971 album "Blue") into what she calls "the play."

While she wasn't surprised at how easily the songs lent themselves to orchestral arrangements, she recalls "I was surprised at how [the songs] affected the orchestra, like they jumped to their feet. A standing ovation on the first take of 'A Case Of You.' They wept and blew their noses all the way through 'Both Sides Now.' "

"That was very touching to me," she adds, "because classical orchestras are typically jaded: A lot of them, their mother wouldn't let them go out and play and some of them are mean-spirited, and they're always reading The Wall Street Journal behind their music staffs."

Mitchell is aware that her versions may be some people's first introductions to songs from the Great American Songbook. "The last album [1998's "Taming The Tiger"] I did was an attempt to express my contempt for music while creating a fresh approach to it, right? Who cares? So I thought this is a different way. Instead of trying to do it myself, let me display what I think was the best music of the century. 'See here? Remember this? This was music.'

"It just seemed like a reminder had to made of what the bloody stuff is supposed to be, you know? And who was great," she continues. "Today, you see all these little puff creatures with unbelievably little talent. That's what the record company wants."

To that end, Reprise is in the early stages of lining up an extensive awareness campaign that tentatively includes two television specials. Reprise has already inked a deal with TNT for a special that may re-create the record. That special is slated to tape in April, with an airdate still to be determined. Additionally, Reprise is in negotiations with A&E for another television special, as well as talking with VH1 about its participation.

Determined to leave no stone unturned, the label even placed "Both Sides Now" on the Jan. 19 episode of "Dawson's Creek." While the album wasn't plugged on the episode, the "Dawson's Creek" Web site contained information about the track and Mitchell.

"Both Sides Now" will also be the first single serviced from the project. It goes to triple-A, jazz, adult standards, and NPR stations Feb. 15.

Mitchell plans to undertake a 12-city tour, where she'll sing the material with local symphonies. To prime the pump for the March 21 release, the label will release on Feb. 8 a limited-edition CD of "Both Sides Now" housed in a round, maroon, fabric-covered box that also includes four lithographs by Mitchell. The $49.98 set, limited to 15,000 units, has already sold out its order to retailers, according to Reprise. The limited edition CD is also available through Reprise's Web site.

The album is the first in a trilogy Mitchell and Larry Klein have planned. The next project will feature Mitchell's music in a symphonic setting. "You know, it will be stuff like ["Judgement Of The Moon And Stars (Ludwig's Tune)"]," from 1972's "For The Roses." I had to do it low budget with just one violin player originally. So it would be a thrill to take material and orchestrate it for a big orchestra."

The third album Mitchell calls "Have Yourself A Dreary Little Christmas." "It will include four of my 'something bad always happens to me on Christmas' songs, four secular Christmas songs, and four carols. I want to make a play out of it."

For the foreseeable future, Mitchell doesn't see writing more material; instead she plans to focus on her artwork. "Not unless something comes along," she says. "I'm a painter that got sidetracked. You know, recently I sensed my mortality, and the painting is not fully developed. The music is pretty much fully developed and the [music] game up until recently kind of kicked me out. It kicked me out years ago. It excommunicated me for one reason or other. So seeing the best of your work designated into the obscure department doesn't make you have much hope for culture, you know what I mean?"

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Assistance in preparing this story was provided by Jill Pesselnick in Los Angeles.