I am a long standing fan and have many of his albums. If you only get 2, get this one and Stardust. They are both beyond excellent.

This is the greatest of Willie Nelson albums. It was recorded with the legendary Freddy Powers (and most of Powers' band). Powers is known as "The Country Jazz Singer," and his voice pushes Nelson. Nelson sings ahead and behind the beat, and Powers matches his musical skills. This is an absolutely stunning album, and hardly anyone knows it exists.

Following the success of Stardust, Willie recorded further albums of old standards. This was his second such album, though it was not a direct follow-up. With a different production team - Freddy Powers and his sidemen instead of Booker T Jones - the overall sound is slightly different from Stardust, but equally effective.

It came as a surprise to me when I first discovered that the big hit version of Over the rainbow was not the Judy Garland version - it only peaked at 5 on the American pop chart - but the Glenn Miller version, which stayed at number one for over two months. Willie's version is, of course, very different from either of those, but is brilliant in its own way.

Another surprise for we was to discover that Who's sorry now is more than thirty years older than I originally assumed. Of course, we all think of it as a Connie Francis song, but Isham Jones and Marion Harris both had top five hits with the song in 1923, when three other versions also charted high (eleven or better).

Other classic oldies (with their biggest original hit versions) given the distinctive Willie Nelson treatment include Mona Lisa (Nat King Cole in 1950), Exactly like you (Ruth Etting in 1930), I'm confessing that I love you (Guy Lombardo in 1930), My mother's eyes (George Jessel in 1928) and I'm gonna sit right down and write myself a letter (Fats Waller in 1935, but a bigger hit for the Boswell sisters a year later).

The origin of the other three songs is unknown to me, but Willie sings both Won't you ride in my little red wagon and It wouldn't be the same superbly. He completes the album with an instrumental version of Twinkle twinkle little star.

If you enjoy Willie's Stardust album, you'll also enjoy this album.

Willie Nelson put an excellent acoustic group together for this album. It was done I believe as a memorial to the great Django Reinhardt. The band is extremely tight and Willie sings beautifully on the album. This is a truly unique work that I enjoy everytime I hear it.

I'm disappointed with this one, sadly surprised. The musicians are great and the vocals by Freddie Powers are a nice treat but where the heck was Willie when they picked these songs? He sounds smooth but I swear you could plug a few quarters in him and get a few more tunes out of him -- he's on 'automatic' it seems for a very short collection.

I'm glad they titled 'Twinkle Twinkle Little Star" because I never would have recognized it.

Star Dust stands alone, nothing can come close to that. He put more energy and thought in one song (Moonlight in Vermont) than he did in this entire collection on Rainbow. The best Willie, for me, is Milk Cow Blues and right now Cindy Walker is neck to neck with Red Headed Stranger.

If you get a chance to hear the original Milk Cow Blues, or one of them, by Sidney Bechet and then listen to Willie you can't help but be impressed by the depth of this mans' talent and passion for music.

I'd skip Over the Rainbow if you're new to Willie -- if you want the commercial Willie, get Star Dust which is beautiful and warm and loving. If you want some serious blues and singing get Milk Cow Blues and now, if you want to kick up your heels or go cheek-to-cheek, get the Cindy Walker (amazingly talented woman).

But hey, it's WIllie and ya gotta love the man.