Edgar Allan Poe's "The Raven" is one of the most skillfully crafted poems in the English language, and one of the most familiar to American readers. It's the title track of Lou Reed's new double CD, and it makes for a mesmerizing dramatic recital (over edgy strings and synths) by Willem Dafoe, an actor seemingly born to read Poe.

"The Raven" sounds pretty familiar through the first verse -- and then it doesn't. Reed apparently decided that the 19th-century master of the macabre needed to be more relevant and contemporary. And since Lou and E.A. are kindred dark souls who both deal with what Reed calls "the impulse of destructive desire," why not rewrite "The Raven" from a New York state of mind? Hence that

. . . ghastly grim and ancient Raven

Wandering from the opiate shores

Tell me what thy lordly name is

That you are not nightmare sewage

Some dire powdered-drink or inhalation

Framed from flames of downtown lore.

As that snippet suggests, Reed sticks with Poe's basic meter and madness theme, but he proves merely a decent mimic. The project is not intended to be Reed "does" Poe; it's Reed "inspired by" Poe. Not surprisingly, Poe's tales take on more sex, drugs and anger in their transition to rock-and-roll, regardless of whether melodies are attached. And while there's a clear genealogy to much of the work, the credits read "Lou Reed" alone.

"The Raven" comes out of "POE-try," a mixed-media collaboration Reed staged with Robert Wilson in 2001, as well as the occasional Halloween Poe tributes staged by the album's co-producer, Hal Willner. Willner, in fact, has been down this particular road before with 1996's "Closed on Account of Rabies," another double disc of Poe readings and interpretations (that one was mostly readings). "The Raven" features 13 new Reed songs and revisits two vintage numbers, "The Bed" and "Perfect Day."

Often Reed's songs build off a Poe short story: "The Telltale Heart" inspires "Blind Rage" (sounding curiously like a bombastic Who outtake) and the martial menace of "Burning Embers," featuring one of Reed's ugliest vocals ever. And there's a mini-suite inspired by "Hop Frog, or the Chained Ourang-Outans." There's not much to be made of David Bowie's cameo on "Hop Frog" other than it's been 30 years since he and Reed worked together (on "Transformer") and that they do so here for less than two minutes on a zany rocker that's little more than a sketch.

The "Hop Frog" suite is best served by the recitations of Dafoe, Fisher Stevens and Amanda Plummer, but "Who Am I? (Tripitena's Song)" does inspire Reed's best vocal performance and most personal lyrics as he looks back on life and ponders growing old:

Sometimes I wonder who am I

The world seeming to pass me by

A younger man now getting old

I have to wonder what the rest of life will hold.

For those who like their Lou blue and sentimental, there's "Vanishing Act," a world-weary, Radiohead-like meditation built on simple piano support that segues into a ravishing string coda. It's lovely, fragile, fraught with emotion when Reed sighs, "One thinks of what one hoped to be / and then faces reality."

On the downside, there's "Edgar Allan Poe," a sort of Poe for Dummies. Sample lines include: "He'll tell you tales of horror / Then he'll play with your mind / If you haven't heard of him / You must be deaf or blind" and Reed's silliest-ever chorus, "These are the stories of Edgar Allan Poe / Not exactly the boy next door."

Reed does himself no favors on "I Wanna Know (The Pit and the Pendulum)," adding his gruff, guttural vocals to the gospel shouts of the Blind Boys of Alabama, who are obviously game for anything. As the vamp builds over seven minutes, their efforts are convincing, Reed's . . . less so. "Perfect Day" gets a Jimmy Scott-like treatment from performance artist Antony, whose otherworldly vocals -- a warbly affectation that's weirdly affecting -- are a love-it-or-hate-it proposition.

Reed himself sings on 13 of the 36 tracks, and a single CD focusing on songs is available for those who don't want to wade through the readings, though they provide some of the best moments. Willner, who is the master of both quirky tribute albums (previous inspirations have included Thelonious Monk, Kurt Weill and Walt Disney) and the written word made aural (William Burroughs, Allen Ginsberg) evokes classic radio dramas with minimal mood music, tasteful sound effects and, of course, wonderful actors.

Dafoe's a dark dandy on "The Raven" and "The Conqueror Worm," as is Plummer on "Annabel Lee/The Bells," while the patrician Elizabeth Ashley rides cautiously through "The Valley of Unrest." On the other hand, "The Cask" (inspired by "The Cask of Amontillado") is a miscalculation featuring Dafoe and Steve Buscemi melodramatically playing the dozens. Buscemi also slumbers through "Broadway Song," reminiscent of a "Threepenny Opera" reject -- proof that Reed should leave Weill enough alone.

(To hear a free Sound Bite from this album, call Post-Haste at 202-334-9000 and press 8153.)

Lou Reed visits the tortured life of Edgar Allan Poe, and occasionally tortures him even in death.