One a master keysman and the other a genius wordsmith, Herbie Hancock and Joni Mitchell find common ground

Herbie Hancock has a confession to make: For the longest time, he ignored the lyrics of the songs he played on. Asked if he considered the lyrics when he assembled his poll-topping Gershwin's World album, he says, "Not at all," and spreads his hands before his face as if he were pushing the words aside so he could focus on the music.

What's peculiar about this confession is that the veteran pianist makes it in a midtown Manhattan hotel while sitting next to one of the great American lyricists of the late 20th century, Joni Mitchell. Mitchell, wearing a black jacket over a low-cut black dress and balancing an omnipresent cigarette between her long fingers, doesn't seem offended. In fact, she seems amused that her longtime friend and collaborator approaches music so differently. Hancock, wearing a black shirt beneath a black jacket with leather collar, tries to articulate just what that approach is.

"I never paid attention to lyrics," he says, "because I wasn't used to doing it. That's very typical of jazz instrumentalists; we're so dazzled by melody, harmony, textures, all those kinds of nuances, that when we hear a vocal in English it might as well be in Polish. I can't understand the lyrics as they're sung by anybody. I have to shove the music out to understand that it's English, and I have a hard time doing that because the music pulls me in like a magnet."

Mitchell, who still wears her signature blonde bangs and shoulder length hair, has just released Shine, her first album of new songs in nearly 10 years. Like all of her recordings, this one is word-drunk, a torrent of metaphor, imagery and run-on verse. She even adapts other literary sources  Rudyard Kipling's poem "If" and Tennessee Williams' play "The Night of the Iguana"  into song. Several songs make angry denunciations of the ecological damage inflicted on our planet.

The title track, though, offers a somber prayer for the planet's healing by asking the sun to shine down on everything from "Frankenstein technologies" to "fertile farmland." Singing over Brian Blade's rumbling drums, James Taylor's patient acoustic guitar and her own atmospheric synth, Mitchell begins with evenly counted lines. But by the second verse she has so much to say that she bursts the bounds of meter to get it all in, relying on Blade's flexibility to make it work. Words are still that important to her. Yet after a long career during which the press and fans have focused obsessively on her lyrics and ignored her music, she seems flattered that Hancock has the exact opposite take on her songs.

For all his willful obliviousness to the words, Hancock has repeatedly worked with this most literary of songwriters. The keyboardist first played with Mitchell on her 1979 project Mingus, which combined her lyrics with Charles Mingus' music. Hancock rejoined her for the two orchestral albums, 2000's Both Sides Now and 2002's Travelogue, and invited her to sing two songs on 1998's Gershwin's World. But it wasn't until he devoted his new album, River: The Joni Letters, to her music that he came to terms with her lyrics.

"With Gershwin's World," confesses Hancock, sporting purple shades and a trim Afro, "I didn't pay attention to any of the lyrics. In that sense it was business as usual for me. There were other challenges, but that was never an issue. Even with Joni's earlier albums, what attracted me was all the other stuff: the melody, the harmony, the texture. This is the first time lyrics have ever been an issue with me."

Oddly enough, Hancock's breakthrough came not on one of his new album's six vocal numbers, which showcase the singers Norah Jones, Tina Turner, Corinne Bailey Rae, Luciana Sousa, Leonard Cohen and Mitchell herself. Instead, it came on one of the four instrumental numbers, his arrangement of "Both Sides Now." It begins with two minutes of spare, impressionistic solo piano before Dave Holland's bass and Vinnie Colaiuta's brushes join in. The familiar melody isn't heard until five minutes into the piece, when Wayne Shorter's tenor sax finally voices it, but the whole piece radiates the feeling of looking at every musical phrase, every feeling, from at least two sides.

"Something happened when I was trying to figure out what to do with that song," he explains. He demonstrates by spreading his fingers and pounding them on the white tablecloth as if looking for a new chord. "I started following what I was feeling, and it was getting more and more interesting. I said, 'It would naturally go here, but I want it to go somewhere where it's not expected to go.' I tried something and I said, 'Oh, wow, that's a surprise.'

"But then I thought, 'Wait a minute, these are Joni's words. I haven't really looked at them to see if what I'm doing makes sense in terms of the words.' So I went back and looked at the words. I'd read two lines and I'd have to stop. I'd go, "She didn't say that, did she? How could she come up with that?' Finally, I said, "The meaning as I feel it seems to say it's OK for me to do this.'

"Yeah," Mitchell agrees enthusiastically, "because it's a discourse on fantasy and reality."

If Mitchell seems charmed that Hancock thinks of her as a musician first and as a lyricist second, he seems equally charmed that she doesn't care whether he stick to the jazz tradition or not. They have wound up side by side in the no man's land between jazz and modern pop, even though they arrived from vastly different starting points.

She was born 64 years ago as Roberta Joan Anderson on Canada's western prairie. She got her start singing solo with her acoustic guitar in folk coffeehouses and had her debut album produced by California rock star David Crosby. But in 1975, after six studio albums had established her as the leading female singer-songwriter in the folk-rock scene, she challenged her audience  and subsequently lost many in it  by recording jazz-influenced arrangements with jazz musicians.

Hancock was born 67 years ago in urban Chicago; he was a classical-piano prodigy who was playing with such jazz figures as Donald Byrd and Phil Woods while he was still in college. He was only 23 when he was invited into the Miles Davis Quintet. But after playing a prominent role on some of Davis' most enduring records and releasing his own solo projects such as 1965's Maiden Voyage, Hancock left Blue Note Records in 1969 and risked his reputation as the best jazz pianist of his generation by recording such jazz-funk sessions as Fat Albert Rotunda, Mwandishi and Head Hunters. He sold a lot of records but also endured a lot of criticism.

"Herbie and I have the same problem from two different approaches," Mitchell explains. "He was going too far into pop and I was going too far into jazz. They accused him of commercialism, and they accused me of obscurity."

"I learned early on that if I'm feeling what I'm supposed to do," Hancock responds, "that's all I'm supposed to do: no ifs, ands or buts about it. Who's sitting there behind the piano? Me. Not them. Who has to answer to that? Who's it coming out of? It's coming out of me. I have to be honest with myself. She does the same thing."

When James Brown and Bob Dylan and the Beatles revolutionized pop music in the mid '60s, they made a sharp break from Tin Pan Alley pop. In the process, they lost connections to a jazz world that was still tied to show tunes and swing or bop standards or else making its own radical leap into free jazz.

This had unfortunate consequences: Brown never married his revolutionary beats to equally bold harmonies. Dylan never matched his sprawling, dazzling verbiage to similarly elastic music. The Beatles never devoted their studio innovations to the kind of harmonic sophistication or instrumental prowess associated with jazz. Jazz vocalists got stuck in a time warp of the pre-Beatles American Songbook and never got to wrestle with the poetic breakthroughs of Dylan and his disciples. Many jazz instrumentalists who were locked into a template of acoustic swing and bop denied themselves the funk grooves and amplified instruments of the era.

The wall between acoustic postbop and electric funk was breached fairly quickly. Hancock and his employer, Miles Davis, were fascinated by the records that Brown and Sly Stone were making and wanted to make jazz records the same way. That led directly to Davis' Bitches Brew and later, Hancock's Head Hunters. It took much longer for the wall between Dylanesque singer-songwriters and jazz improvisers to fall. Perhaps it was because jazz vocalists were stuck in a retro phase and all the innovations in jazz were coming from instrumentalists, most of whom, like Hancock, didn't focus on lyrics. Perhaps it was because many of the pop-singer-songwriters were rudimentary musicians.

That was certainly true of Dylan, who never showed much professional interest in modern jazz. But Mitchell, one of Dylan's best heirs, was hiring jazz players for her records by 1974.

"I had jazz records in high school," she recalls, "Lambert, Hendricks and Ross, Oscar Brown Jr., and Billie Holiday. I had race records when nobody in Saskatchewan had race records. This DJ in Edmonton cleared out the radio station library, so I ended up with all these Louis Jordan records, and they were great, 'Saturday Night Fish Fry' and all that. So when rock 'n roll came along, I went, 'That's nothing new; that's Louis Jordan.'

"I was steeped in swing and I like swing still. I liked Miles, not so much Coltrane. I like the warmth of Johnny Hodges, and I indulged that on Shine. No one uses that sax sound with that vibrato anymore because it's corny, but it can be hip again if it has heart."

When Diana Krall released her entry in Hear Music's Artist's Choice series in 2004, a collection of her favorite songs by other artists, Mitchell was flattered because it included her own version of "Amelia." Mitchell contacted Hear and asked if she could assemble her own Artist's Choice CD.

Given the go-ahead, she included only two folk-flavored singer-songwriter selections on the 18-track 2005 release: Dylan's "Sweetheart Like You" and Leonard Cohen's "The Stories of the Street." She put "Saturday Night Fish Fry" right before Chuck Berry's "Johnny B. Goode" so her point about Jordan's link to early rock 'n roll would be obvious. But she also included Holiday's "Solitude." Duke Ellington's "Jeep Blues" and Davis' "It Never Entered My Mind" to demonstrate how much jazz had meant to her from the very beginning.

"I reviewed everything that has ever given me a major buzz," she explains. "I went all the way as far back as I could remember to 'Lollipop, Lollipop.' We drafted a list, and some things held up and some things didn't. I asked myself, 'What did I ever care about?' I wanted to include 'In A Silent Way' and 'Nefertiti,' but they were too long so they were left off. But it's a pretty good cross-section."

Mitchell may have loved jazz from her adolescence, but when she was a starving art student in Calgary in 1962, she needed to make some spending money. That was more easily done by accompanying herself on acoustic guitar as she sang folk songs in the local coffeehouses than by putting a jazz combo together. Moreover, a few years later, when she was captivated by Dylan's example of literary expression through song, there was no parallel example in the jazz world.

So she threw herself into the folk-pop singer-songwriter world, traveling from coffeehouse to coffeehouse all over North America and making contacts with the likes of Neil Young, David Crosby, and Tom Rush. Before she even released her debut album, 1968's Song to a Seagull, her songs had already been recorded by Rush, country star George Hamilton IV and England's Fairport Convention. Her 1969 album, Clouds, included "Both Sides Now," which Judy Collins turned into a Top-10 pop single.

Her fourth Album, 1971's Blue, unveiled some of her most enduring compositions: "River," "A Case of You" and "All I Want." When Keith Jarrett recorded the latter tune on 1971's The Mourning of a Star, a trio project with Charlie Haden and Paul Motian, it was the first indication that the jazz world was noticing Mitchell. She responded by hiring the Crusaders' Wilton Felder and Gerry Mulligan's Tom Scott for her fifth album, 1972's For the Roses, which yielded her first Top-40 pop single, "You Turn Me On I'm a Radio."

On 1974'as Court and Spark, Felder and Scott were joined by Crusader keyboardist Joe Sample and Mulligan drummer John Guerin. The album yielded two Top-10 singles: the No. 22 "Free Man in Paris" and the No. 7 "Help Me." Mitchell was at a crisis point. She had just achieved the greatest commercial success of her career, and yet she was growing bored with the folk-rock formula and was increasingly drawn toward the jazz world.

"I was dating John Guerin," she remembers, "and we were hanging out together. We were in jazz clubs all the time and we went to parties with jazz musicians. That was my world. So naturally when I went into the studio, I leaned in that direction. But they wanted to keep me in that box as a folk singer, even though I hadn't been a folk singer since 1965. Nobody noticed that I was a composer and an arranger; all they talked about were the lyrics. Even on Court and Spark, I had sung the parts I wanted and had them transcribed  that cut things loose and they got jazzier."

They got jazzier still on her next album, 1975's The Hissing of Summer Lawns. Backed by Guerin, Felder, guitarist Larry Carlton, lyricist Victor Feldman and Flutist Bud Shank, Mitchell moved further yet from the singer-songwriter template as she gave her melodies jazz harmonies, elastic rhythms and ever-longer phrases.

She began to rub out line endings so the lyrics ran on until they resembled prose or modern blank verse. While most song lyrics preserve the short lines, even meters and regular rhyme schemes of early 18th-centruy poetry, Mitchell was looking for a way to give song lyrics the freedom of modern poetry, where lines extended as long as they needed to. It was a breakthrough that she was rarely given credit for, and she could never have done it without the flexibility of jazz.

"When you try to write in long phrases like that," she says, "you suddenly have a bar of 5/4 or ¾ in there all by itself, but it's only weird if you count it. It was probably Jon Hendricks that started me doing that; the old shoeshine tap dancers also thought in terms of long phrases. As a singer, I'm trying never to sing the same way twice; I'm trying to make the words come out like I've never said them before. So sometimes I'll take an upbeat for a downbeat and turn a phrase inside out and then it'll come back around. But Miles and those guys never had a problem with it."

The Hissing of Summer Lawns is such a crucial transition album for Mitchell that it supplied three of the eight Mitchell compositions on Hancock's River: The Joni Letters. "Edith and the Kingpin," "Sweet Bird" and "The Jungle Line." When Nonesuch Records assembled A Tribute to Joni Mitchell this year, three more songs from The Hissing of Summer Lawns were featured. Elvis Costello sang "Edith and the Kingpin," Bjork sang "The Boho Dance," and Brad Mehldau contributed a solo-piano treatment of "Don't Interrupt the Sorrow."

On the same album, Cassandra Wilson sang "For the Roses" backed by her road band. It was the third time Wilson had recorded a Mitchell tune: she also sang "Both Sides Now" on a Pat Martino album and "Black Crow" on her 1993 breakthrough Blue Lights 'Til Dawn. Before she recorded that album, her producer Craig Street challenged her to reconcile the split between her jazz and singer-songwriter enthusiasts.

"Craig did this Freudian thing," Wilson recalled in 2002, "and had me lie on a couch as he asked me questions about how I felt about the music I ad grown up with. I told him about playing Joni Mitchell songs on guitar while I was in college in Mississippi and said, 'But how am I going to be a jazz vocalist and do the folk thing?' He said, 'Why not? It's who you are.' So I decided to come out of the closet.

"I think these songs stand up musically. Joni Mitchell writes great melodies and great chord changes. She writes very freely, maybe because she's unschooled, and the things she does with guitar tunings have always fascinated me. And the language that she and Bob Dylan use is so powerful. Their lyrics are connected to folk, the common folk, whereas Cole Porter and Harold Arlen are more connected to the wealthy, the bon vivant. Dylan, Mitchell and Robbie Robertson are writing for the disaffected, discontented and disenfranchised; they're saying, 'Hey, it's not perfect down here. We have some demons to deal with.'"

Mitchell's move toward jazz faced resistance not only from label executives and folk fans who felt deserted, but also from jazz musicians who felt invaded. "Some people still think I'm trying to be jazz and not quite making it," Mitchell confesses. "My music is a little different from jazz. Jazz has got its own laws."

"What laws?" Hancock interrupted. He seemed genuinely annoyed. "Who says you're not making it? Who cares?"

"Some people are scared of it. Annie Ross once told me," and here Mitchell goes into a nasal impersonation of the jazz singer," Joni, don't forget where the one is.' But Herbie showed me that when you get down to the end of the bar, if you can't get in on one, you can get in on two and it's OK. He keeps pushing me until I have to cross the bar."

"I love going across the bar," Hancock agrees. By now the interviewer has been forgotten and the interviewees are talking to each other.

"You and Wayne play together so much that you're used to that," she replies, "but for me it challenging. I guess you found it challenging to my music, too. It's wide harmonically like jazz, so you have a lot of freedom of choice in notes, but it's not within the laws of jazz. I remember Victor Feldman was gritting his teeth on this one song. I thought, 'Oh, you don't like the words.' And he said, 'I hate the music.' I said, 'Why?' He said, 'It's wrong.'

"On 'Ethiopia,' Wayne said, 'What are these chords? These aren't guitar chords. These aren't piano chords. What are these chords?' But he jumped in and played like a champ. He called them 'Joni's weird chords.' I tried to get him to explain what was weird about them. One thing that's weird is I'm playing chords that fit complex emotions that I feel. Wayne said, 'Well, they told us at the Berklee (College) of Music to never go from a sus chord to a sus chord. Never stay on a sus chord too long.'"

"Wayne was just saying what he was taught," Hancock responds, "not what he believes. I once wrote a song that's all sus chords except for one: 'Maiden Voyage.' I think that's a pretty good composition."

"I had a peculiar idea about what the bass should do," Mitchell continues, "so I had real trouble with bass players. I started my arrangements in the middle where my voice and guitar are. Then I started overdubbing, up and up. So I said, 'Why can't I do the same thing going down?' 'You can't,' said the bass players. 'Why not?' I said. 'Because the bass has to play the root of the chord.' 'Why do you have to play the root of the chord?' I said. 'Why can't you play this note?' And they said, 'You're trying to tell me how to play my instrument.' This one bass player told me, 'There's this really weird bass player down in Florida who plays with Bob Hope and Phyllis Diller. You'd probably like him.'"

That "really weird bass player" was Jaco Pastorius, and Mitchell did like him. He played on her next two albums, 1996's Hejira and 1977's Don Juan's Reckless Daughter, joined by Wayne Shorter on the latter. Suddenly, Mitchell wasn't just playing with crossover pop-jazz musicians; she was holding her own with major jazz figures. Charles Mingus, as major as it gets, was so intrigued, he invited Mitchell to recite Bible verses over some new music he had written.

It's a measure of how absent lyrics were (and are) from the thinking of most jazz leaders that Mingus didn't even think to ask one of the era's greatest lyricists to write new words for his music. Mitchell insisted, however, and Mingus was astute enough to agree. Everyone knew the great jazz bassist was dying, so the collaboration was fraught with extra meaning.

"It started off as his record," she recalls, "but then I realized that he wanted a bigger funeral. So I said, 'Let's make it my record, because it will get more attention.' But when it switched over to my record, I took a little more control. I cut the songs at Charles' request with all these bands, and it just seemed tiring; all those solos. But when I got Herbie and Wayne from that Miles band, plus Wayne, Jaco and Peter (Erskine) from Weather Report, it wasn't about solos anymore. Suddenly it was all about dialogues."

"On most of our records, Wayne and I have a dialogue," Hancock agrees. "Normally on jazz records you have solos."

Mitchell admired Mingus but wasn't intimidated by him. In fact, she proved as obstinate as the legendarily stubborn composer. He sternly instructed her, for example, not to deviate from the notes he'd written. At the hotel table, she sings his original melody for "Sweet Sucker Dance," going "ba, ba, ba, ba, ba," and descending at the end. She then demonstrates how she altered the tune to fit her words, singing the same line so it ends on a rising note. When she sang the song line for Mingus back in 1978, he was not amused.

"He said, 'You're singing the wrong note.'" Mitchell recounts. "I said, 'The word has to go up there. If it goes down the way you had it, it sounds resigned and it needs some optimism there.' 'But that's a square note,' he said. So I said, 'You know, Charles, that note's been square so long it's hip again.' He said, 'OK, motherfucker, you put in your note and my note and two grace notes too.'"

The finished version of "Sweet Sucker Dance" opens with Hancock stating Mingus' odd chord changes on Fender Rhodes piano. Mitchell enters, contorting lines such as "Tonight the shadows had their say, their sad notions of the way things really are  damn these blues" till they fit Mingus' twisting melody, which does rise optimistically at a crucial juncture. Before long Pastorius and Shorter are taking turns echoing the vocal lines, while Hancock tries to tie all together harmonically. There are no conventional solos, but there is improvised give and take throughout.

Mingus died Jan. 5, 1979, and Mitchell's album, Mingus, was released in June. She spent the summer touring with an all-star jazz band that included Pastorius, Pat Metheny, Lyle Mays and Michael Brecker. The Santa Barbara show was released in 1980 as the double-LP album Shadows and Light, featuring three of the Mingus songs plus nine tunes from the 1975-77 folk jazz albums. Her next album, 1982's Wild Things Run Fast, featured Larry Klein, a 24-year-old bassist who had already played with Shorter, Freddie Hubbard and Joe Henderson. He would marry Mitchell the same year and go on to produce six of her albums as well as Hancock's River: The Joni Letters.

Klein was a typical Southern California baby boomer who had grown up on the Beatles and Dylan. As a bassist, however, he quickly realized that he wanted greater technical challenges than rock offered, so he soon turned to jazz. He played both acoustic bop and amplified fusion in Hubbard's band for several years, and backed up singers such as Carmen McRae and Dianne Reeves. But it never occurred to him that he could combine his newfound love for jazz with his leftover love for the lyrics of Dylan, Leonard Cohen and John Lennon. They seemed like two different worlds.

"I was talking about this with Herbie while we were making the album," Klein says over the phone from L.A. "I know just what he means when he says he never paid attention to the words. When I played a song like 'Just One of Those Things' or 'All the Things You Are,' I never thought about what the words meant. I thought of them as melodic material floating over a series of chords. It was very compartmentalized. Somebody told me that Dexter Gordon was a real stickler for everyone in his bands knowing the words to every song they played, but that seemed like the exception to the rule in jazz."

"I'm 67," Hancock says, "and I started playing piano when I was 7. Through all that time, there was only one song where I paid attention to the lyrics, and that was because for years everyone kept talking about how great the lyric was. I would always say, 'It sure is,' but I had never really bothered to look at the lyrics. Finally, I decided to see what they were talking about. It was 'Lush Life,' and one day I sat down and looked at it."

Hancock mimes spreading a lyric sheet on the hotel table and leaning over to read it carefully. "I looked at every line, and it just tore me apart. I went, 'It's unbelievable someone could write something like this.' I did the same thing with Joni's lyrics this year and had the same reaction."

Klein had a similar epiphany when he got the call for the Wild Things Run Fast session. One song on the album described a woman who has shut down emotionally after a bad marriage and life's other disappointments; nothing's left but the "Moon at the Window," as the title put it. The challenge was to find music that worked as metaphorically as the words.

"The most amazing player in this regard is Wayne," Klein exclaims. "The first thing he played against that song was a musical argument between a man and a woman. To me, that's astonishing  to listen to an idea and immediately transform it into music. Wayne's sense of metaphor, the way he plays off words, it incredible. I said to myself, 'Here's how I can pull together all these things I love.'"

Klein and Mitchell were credited as co-producers of her next four albums: 1985's Dog Eat Dog, 1988's Chalk Mark in a Rain Storm, 1991's Night Ride Home and 1994's Turbulent Indigo. The last was made while the couple was in the midst of divorcing.

"I started out just being the bass player on Wild Things Run Fast," Klein points out, "but when Joni and I became involved romantically, she wanted my opinion as that project was being finished. We ended up working somewhat as a team. Making a record together is not much different than raising a child. You have to do your job really, really well or else it affects a lot of other parts of your life. On the positive side, it's incredibly gratifying to create something together and share the satisfaction of making something of beauty and putting it out in the world.

"In the process of separating, we never lost respect for each other, certainly not artistically. I'd be lying if I said it was an easy thing to collaborate since we've separated. The three records we've made together since then have been difficult records to make, but some pearls have come out of the difficulty."

"We worked through our divorce," Mitchell says. "That was a trip. He'd go, 'What do mean by that?' and I'd go, 'Oh, come on.' We were so uncooperative it was awful. When we won a Grammy (for Turbulent Indigo) we went with his girlfriend and my new boyfriend all together. I hadn't slept in 58 hours, so I was delirious when the thing hit. Klein grabbed me and swung me around and we went onto the stage and I was kind of in a dream state. I let him talk, and he went, 'Uh, uh, uh,' and in my delirium all I could think was 'Gee, this is why we got divorced: I always have to finish his sentences.'"

"He doesn't seem like an overly sensitive guy," Hancock ventures.

"Oh, but he is with me," Mitchell rejoins. "Klein and I are still very good friends. We're still a work in progress. We're working out the bugs in our relationship with humor. We've gotten to the point where some of it is funny, where we can take the teasing without getting touchy. So that's nice."

Mitchell produced her 1998 album Taming the Tiger herself, using Shorter, Klein and drummer Brian Blade. After that, though, her writing well seemed to dry up. No new songs were coming to her, so she did what many jazz artists do late in their career: She revisited popular standards as well as her older compositions in new arrangements. Specifically, she wanted to sing with both an all-star jazz band alongside a symphonic orchestra.

The jazz combo included Hancock, shorter, Erskine and trumpeter Mark Isham, and she called in her ex-husband Klein to pull the pieces together as co-producer and music director. First, they recorded an album of 10 standards and two originals, released as Both Sides Now in 2000. Then they recorded a 2-CD set of 22 originals, released as Travelogue in 2002.

"It was more than just adding the string charts," Klein insists. "What we discovered in doing the two songs of hers in a context of an album of standards was there was real power and a magical thing that happened in hearing her sing these songs as a woman that's gone through a lot of life. In creating a radically different context for them something powerful happened. Herbie and Wayne said they spent one Thanksgiving crying over those two songs. We independently thought, 'Boy, what if we did this to more of her songs? What if we presented more of her songs in this dramatic new landscape?'"

"I couldn't write at that point anyway," Mitchell explains, "so I did what jazz artists do: I went back over my old material. Pop music is supposed to be disposable, but jazz is supposed to endure, so I said, 'OK, I'm going to recut these things.' I turned in Travelogue, and the label said, "Joni, you know we're just car salesmen now. We've got cute cars and we've got fast cars. This is a work of genius. We don't know what to do with it.' So they dumped it."

"The industry operates from a fear based on history," Hancock argues. "The history is who bought what yesterday. They don't ask who might be leading the next trend. Or what might people like to hear next. Or what can we do to elevate things. There seems to be no excitement from the business realm."

"The old music guys may have been crooks," Mitchell adds, "but they were music lovers. They said, 'We don't want another Nat "King" Cole.' That's the difference between the old guys and the new guys. The new guys want clones; they don't have any imagination or courage. They don't love music; they love golf and porno. So I said, 'What am I going to do now? I can't get better. What am I going to do, get worse? I'm out of here. That's it  end of the road."

Mitchell announced that she was quitting the music business. She re-devoted herself to her first love  visual art  and to the daughter she had given up for adoption in 1965 and hadn't found again until 1997. She claims that she would have gladly spent the rest of her life painting canvases and playing with her young grandson if it hadn't been for a broken TV and an unexpected call from Calgary.

"I was retired," Mitchell says, "and then one day my TV broke. I tried to fix it by pushing some buttons and suddenly it was pulsing in green-and-pink negative. At first I was furious, but then I said, 'This is great.' I started taking photographs of the TV with a leftover disposable camera, and before I knew it, I was knee deep in photos. I went to a photo store, bought out all their scrapbooks and started putting photos in each one. One was called 'War'; others were called 'Cinematic Kisses' or 'Shakespeare on TV.' The 'War' scrapbook had three photos to a page, like a triptych. That looked interesting, so I started fooling around with combinations."

Eventually, those war-photo triptychs were blown up into six-foot-tall panels and organized into an exhibit called Green Flag Song. Typical of the panels is one where an image of a flag-waving female gymnast is atop an image of men in an unemployment line atop an image of crumpled soldiers. Another panel has a silhouette of the U.S. Capital above the toppling statue of Saddam Hussein above an applauding crowd. All the images are a ghostly, solarized green-and-white. The exhibit has already had gallery runs in Los Angeles and New York.

In the middle of her green-photo frenzy, Mitchell got a phone call from the Alberta Ballet's artistic director, Jean Grand-Maitre. He was planning a ballet called "Dancing Joni" that traced the songwriter's life from prairie child to musical legend. She told him it sounded "a little fluffy for the times" and invited him down to California to discuss alternatives. When he walked into her house, he saw the mock-up for her anti-war art exhibit and immediately said, "We must put this in the ballet."

"'If you want a war ballet,'" Mitchell recalls telling him, "'I'll give you a war ballet. But your sponsors are Texas oilmen, right?' Yes, because Calgary is Texas north. I said, 'They'll probably pull out their funding. This is my least popular music. They may walk. Are you ready for that?' He said, 'Yes.' He was so fearless, it was delightful, so I said, 'OK, here we go.'"

Sure enough, the sponsors did pull out, but Grand-Maitre raised more money, and the ballet, now called The Fiddle and the Drum, took shape. The monochromatic photos from Green Flag Song were projected as slides on the rear backdrop. Older Mitchell songs such as "Sex Kills," "For the Roses," "The Beat of Black Wings" and "Three Great Stimulants" were supplemented by three new recordings: "If I Had a Heart," "Shine," and a new arrangement of "Big Yellow Taxi." Those three tracks would form the heart of her new album.

A documentary film, also called The Fiddle and the Drum and directed by Mitchell and Grand-Maitre, captures the ballet's performance at the Southern Alberta Jubilee Auditorium in Calgary. When it was screened in New York in September, it revealed that Grand-Maitre had not really solved the problem of finding physical gestures that might add to the songs' meaning. At times his gestures were clumsily literal  a "Heil Hitler" salute or a peace sign  and at other times the movement was so abstract it could have accompanied any song. He never found that sweet spot in between where the movement might illuminate the words without simply translating them.

But the ballet project had gotten Mitchell's songwriting juices flowing again. Soon the lyrics were pouring out of her; most of the new songs reflected the same political anger that had fueled Green Flag Song and The Fiddle and the Drum.

"It's all work from the same period," she points out, "so it has a natural affinity because what's on your mind will work its way into how you express yourself. I was mad. I was mad at the government. I was mad at Americans for not doing something about it. They were so quick to impeach Clinton for kinky sex and they're so slow to do something about this. This is what happened in Germany; the Germans went to sleep."

Meanwhile, Hancock was turning his attention to the singer-songwriter branch of modern pop. In 1996, he recorded The New Standard, an album that made the argument that songs by the Beatles, Nirvana, Stevie Wonder and Babyface could be considered standards as much as the songs of Cole Porter or Duke Ellington. There were no Joni Mitchell songs, but the album did include Peter Gabriel's "Mercy Street," which featured Klein on the original recording, and "Scarborough Fair" by the Mitchell-like Paul Simon.

After the critical and commercial success of 1998's Gershwin's World, Verve Records was anxious to have Hancock do another songwriter album and suggested he do an album of Mitchell's music with Klein producing. Both men immediately embraced the idea.

"We wanted to avoid all the trappings of a typical tribute record," Klein declares. "On of the ways of doing that was to make it not just an examination of her songs but also an examination of what music and songs that sparked her to go in different directions. I knew she had heard Billie Holiday sing 'Solitude' as a kid and that it had deeply affected her both as a song and as a vocal performance. I also knew 'Nefertiti' had a big influence on her when she first heard it on the Miles record, as it was to me. And that tune convinced Herbie and I both that we wanted Wayne to be a prominent part of the record.

"We also decided early on we wanted the record to be half instrumental and half vocal. Gradually different songs occurred to me as natural songs to be presented vocally and others instrumentally. 'Edith and the Kingpin,' for example, is a gritty song about a hustler/pimp kind of guy in a small-town hip spot, and I thought, 'What better voice than Tina Turner's to tell this story?' I don't know if at first she completely understood the lyric, but once she started tying into it, it was just thrilling."

"I based my approach to the project on my limited experience with movie scores," Hancock adds. "Because Joni's music is so deep, I had to ask a lot of questions about the meanings of these songs. Once I had that understanding, I could open myself up to the experience and follow where it led me. As with the ballet, you don't want a graphic representation of the lyrics; you want an interpretation.

"When I finally paid attention to the lyrics, it was like, 'Finally, here's something that points me right to the meaning. Before that, her music had attracted me because it was always fresh. It wasn't like something that someone else figured out. As the same time there was a sense of familiarity, a relationship to jazz there that I could relate to."

On Hancock's new album, Mitchell sings "Tea Leaf Prophecy," a song she had co-written with Klein in 1988. In this new version, one can hear how Mitchell and Hancock have finally closed the musical gap between mainstream jazz and singer-songwriter pop. You can hear how Hancock, finally listening closely to the lyrics, creates a sense of brooding loneliness to support the story of a woman left behind in a small town been emptied of men during World War II. You can hear how Mitchell, more comfortable than ever with top-notch jazz players, extends the implications of her melodies into strange, new detours, even trading improvised variations with Shorter's soprano sax.

"Sometimes I'll take an odd interval," Mitchell says, "because I don't question it if it feels emotionally correct with the text. That's why I do it. People keep telling me I'm wrong, so I have to be careful I don't censor myself."

"Right," Hancock agrees enthusiastically. "She comes up with chord resolutions that I myself might not think of just because my orientation has been my traditional training in jazz. In the past I probably would have rejected them because they were, quote-unquote, 'wrong,' but I don't judge things like that anymore, especially when I'm listening to someone like her whose judgment I can trust."