B+Critics will tell you that somewhere between breaking up those sublime indie rockers Luna and marrying his sweetheart, Dean Wareham became the new Lee Hazlewood. Except Hazlewood-the cult songwriter who created "These Boots are Made for Walkin" and understood the difference between "country" and "Western"-isn't dead yet. He's just dying.

While Wareham, the voice of Luna and the seminal Galaxie 500, has dropped his characteristic falsetto in favor of Hazlewood's gentle rasp, he doesn't quite channel the man on Back Numbers. Wareham recorded the disc with his wife and Luna bandmate Britta Phillips, and the result recalls Hazlewood's collaborations with Nancy Sinatra as much as the most amorous duets of Yo La Tengo's Ira Kaplan and Georgia Hubley. Certainly, Back Numbers is inspired, but it captures none of the sophisticated zaniness of Hazlewood, who was diagnosed recently with renal cancer and given a year to live. Besides, Hazlewood recorded his own send-off last year with Cake or Death. He doesn't need one from Wareham and Phillips.

Yet send him off they do with a cover of "You Turn My Head Around" and duets like "Say Goodnight," an obvious homage to the Hazlewood-Sinatra collaboration. But most of the originals here improve on Wareham's knack for decking even his sparsest tunes in dense, shimmering atmosphere. Here, that atmosphere means doo-wop vocals, lazy Rhodes piano and a casual lounge feel-a far cry from Galaxie 500's ebullient minimalism, but miles better than recent Luna releases-that doesn't oversweat its debt to idiosyncratic '60s pop.