"Shake, Rattle & Roll: Music From the CBS Mini-Series" (MCA). The major drawback in tonight's fictionalization of a band's fortunes in the early days of rock-and-roll is that nine of the 20 songs are performed by an unconvincing studio construct known as the HartAches, whose lead singer, Peter Beckett, is barely bar band material. Much of the material comes from veteran songwriters, whether lesser '50s songs by Jerry Leiber and Mike Stoller ("One Bad Stud" and "A Touch of Heaven") or custom-written new tracks by the likes of Carole King, Lamont Dozier and Graham Nash, but they pale next to the few original recordings (The Chords' "Sh-Boom" and the Platters' "Only You") and several inspired covers by contemporary stars. The best of these include the Velvet 4 (K-Ci and JoJo, Jesse Powell and Rahsaan Patterson) in full doo-wop glory on Little Anthony and the Imperials' "Tears on My Pillow" and Terence Trent D'Arby on a soulful rendering of Jackie Wilson's "To Be Loved." But while Dicky Barrett of the Mighty Mighty Bosstones is a passable Bill Haley on the title song, and Billy Porter evokes the manic Little Richard on "Long Tall Sally," Blink-182's Mark Hoppus and Tom DeLonge never catch a wave as Jan and Dean on "Deadman's Curve." Odd turn: B.B. King in rough-edged roadhouse form on "Fur Slippers," a previously unrecorded Bob Dylan tune from the '80s.

"Annie: Original Soundtrack" (Sony Classical). Drawn from tonight's "Wonderful World of Disney" special, this is a safe recasting of the Broadway classic, with young Alicia Morton pip-squeaky clean as the little orphan, Kathy Bates suitably bedeviled as Miss Hannigan, stolid Victor Garber as Oliver Warbucks, and the glorious Audra McDonald underutilized in the role of Grace. The original Annie, Andrea McArdle, makes a cameo as Broadway Star-to-Be. The whole thing feels a little smoothed out--dare we say Disneyfied?--and it's hard to hear "The Hard-Knock Life" these days without Jay-Z's urban input.

"The Straight Story: Music From the Motion Picture Soundtrack" (Windham Hill). Composed and conducted by Angelo Badalamenti, this may be the year's most beautiful score. Like David Lynch's film, it unfolds with quiet grace and pastoral lyricism, and feels as wonderfully unhurried as Mr. Straight's tractor gliding through the American heartland. There are echoes of Badalamenti's award-winning score for "Twin Peaks," but the mood here is totally different. This is gorgeous chamber music--the composer's synth piano in quiet collusion with David Low's cello, George Doering's acoustic guitar and the violins of Sid Page and Richard Altenbach, with unfurling arrangements that range from the haunting melancholy of "Rose's Theme," "Final Miles" and "Nostalgia" to the subtle bluegrass tinges of "Laurens Walking," "Alvin's Theme" and "Country Waltz." Even if you haven't seen the film, you'll feel its grace and warmth in Badalamenti's score.

"The Best Man: Music From the Motion Picture" (Columbia). As you'd expect from a romantic comedy about friends reunited at the wedding of a college buddy, the material here mostly addresses matters of the heart. There's a little bit of hip-hop--the Roots and vocalist Jaguar on "What You Want" and Sporty Thievz's "Hit It Up"--but the majority of tracks are R&B. Though a pair of new Maxwell tracks ("Let's Not Play the Game" and "As My Girl") are disappointing, there are several solid Quiet Storm candidates: "After All Is Said and Done," a duet by Beyonce and Marc Nelson, Eric Benet's lush "Poetry Girl," Kenny Lattimore's impassioned "Beautiful Girl" and a pair of vocal group testaments, Sygnature's "Wherever You Go" for the fellas and Allure's "When the Shades Go Down" for the ladies. Also notable are the male-bonding anthems "The Best Man I Can Be," featuring Ginuwine, R.L., Tyrese and Case, and "Turn Your Lights Down Low," a curious digital duet between the late Bob Marley and Lauryn Hill (who is married to Marley's son Rohan).

"American Beauty: Music From the Original Motion Picture Soundtrack" (DreamWorks). This darkly comic tale of convoluted romantic relationships isn't particularly well served by this confused soundtrack. Some of it is relevant: Elliott Smith multitracking himself on a richly layered, mostly a cappella version of the Beatles' "Because," Folk Implosion's testy "Free to Go" and an irony-laden "Don't Rain on My Parade" by Bobby Darin. And the rest of it isn't: vintage tracks by Free, the Who, Bill Withers, Peggy Lee and Betty Carter. For postmodern edge, you get Gomez's "We Haven't Turned Around" and the Eels' bitter "Cancer for the Cure."

"Dogma: Music From the Motion Picture" (Maverick). This is mostly score by Howard Shore ("Philadelphia," "The Silence of the Lambs," "Seven"), who knows the thin line between homage and parody and, like writer-director Kevin Smith, fully exploits it on wickedly portentous tracks like "Behold the Metatron," "The Golgothan" and an almost serious "A Very Relieved Deity" (the controversial film deals with an impending apocalypse and contentious angels and demons). Smith provides the lyrics for the ultra-silly "Mooby the Golden Calf," which sounds like a schoolboy choir caught between church and circus. And Alanis Morissette, who plays God in the film (small part, big role) contributes "Still," a song about spiritual faith and doubt that sounds like a variation of "Thank You," one of several India-flavored tracks from her most recent album.

"End of Days: Soundtrack" (Geffen). As you'd expect from the upcoming Arnold Schwarzenegger apocalypse-action film, this brawny soundtrack is testosterone-driven, from the thump of Korn ("Camel Song"), Rob Zombie ("SuperBeast" remix), Eminem ("Bad Influence") and aptly named newcomers Professional Murder Music ("Slow," which it's not) to slacker assaults from Limp Bizkit ("Crushed") and Everlast ("So Long") and the earnestness of Creed ("Wrong Way"). The big news here is "Oh My God," the first new Guns N'Roses recording in six years. It's a bit thicker, and somehow heavier, than yesteryowl, but there's no mistaking Axl Rose, whose riveting roar remains in a class by itself.

"Happy Texas: Music From the Miramax Motion Picture" (Arista). The wacky but warm comedy is well represented in this collection of country, honky-tonk and roots-rock tracks, led off by Randy Scruggs and Joan Osborne on Johnny Cash's "Passin' Thru." Some songs underscore the regional flavor--Lee Roy Parnell and Keb' Mo' with the Western swing of "Are You Happy Baby," Flaco Jimenez on the Tex-Mex "Baila Este Ritmo"--while others highlight the overall wackiness of the characters. There's plenty of sorrowful balladry as well--Abra Moore's ironically titled "Happiness," Emmylou Harris's "Ordinary Heart" and Alison Krauss's ultra-cool "Stay"--along with "It's Oh So Quiet," the hilarious, over-the-top and thoroughly inappropriate kiddie pageant production numbers by the Happy Girls.

"Anywhere but Here: Music From the Motion Picture" (Atlantic). This mother-daughter drama is well served by k.d. lang's evocative title track, in which she echoes the youngster's small-town frustrations ("I want a life of souvenirs/ I'll find it anywhere but here"). There's also Lisa Loeb's "I Wish," full of longing for elsewhere and otherness, and "Amity," a song of struggle and reconciliation that brings together real-world mom and daughter Carly Simon and Sally Taylor. Aside from Danny Elfman's score suite, this is a Lilith soundtrack--all women, including impressive newcomers Pocket Size, Sinead Lohan, Kacy Crowley, Bif Naked and 21st Century Girls, whose "Scream and Shout" is good fun in the manner of the Go-Go's and Suzi Quatro. The only weak link: LeAnn Rimes on another perfunctory Diane Warren ballad, "Leaving's Not Leaving."

"Fight Club: Original Motion Picture Score" (Restless). A postmodern deejay-style score--all cut-and-paste tape loops and computer samples--by the Dust Brothers, Mike Simpson and John King, best known for their production work with the Beastie Boys, Beck and Hanson. It works well in David Fincher's film, less so apart from it, where many of the tracks simply sound unfocused or unfinished. Though much of the score lacks punch, there's a bit of necessary heft to "Psycho Boy Jack," "Commissioner Castration" and "Finding the Bomb," while the humorous "Corporate World" sounds like a escapee from the "Austin Powers" compound.

"The Insider: Music From the Motion Picture" (Columbia). Lisa Gerrard and Pieter Bourke adapt the Middle Eastern flavorings of their former group, Dead Can Dance, to Michael Mann's media autopsy, and it works particularly well to suggest both professional paranoia ("Dawn of the Truth," "Sacrifice," "Palladino Montage") and moral isolation (the elegant "The Silencer," pastoral "Broken" and "I'm Alone on This"). There's also the Jan Hammer-lite foreboding of "The Subordinate" and the mesmerizing "Iguaza," performed by Gustavo Santaolalla on a 10-string ukulele-like ronroco.