'SMALL CRAFT ON A MILK SEA' (Warp) Brian Eno, with Jon Hopkins and Leo Abrahams Brian Eno's new instrumental album, 'Small Craft on a Milk Sea,' begins with a decoy: 'Emerald and Lime,' a stately piece that, despite its synthetic keyboards, has a quasi-classical composure. Ah, Eno's longtime listeners might think, it's a return to the self-effacing ambient music he began making in the late 1970s, and this is another album to put on inconspicuously, infusing a room with resonance and subdued disquiet. Hardly. That introductory track is like a bucolic establishing shot in a thriller, showing an Eden that awaits deep dread. It arrives as the album unfolds, first with foreboding guitar lines in uneven, subliminally unsettling meters, then with percussive drive and growling, skulking bass, then with implacable distortion and, in '2 Forms of Anger,' a burst of no-wave rock soon followed, in 'Paleosonic,' by brawling, mutating funk. The turmoil abates in the barely moving 'Slow Ice, Old Moon' and the bell-toned 'Lesser Heaven' and 'Calcium Needles.' But anxiety lurks beneath the surface. By the time an even gentler variation of the opening track arrives, called 'Emerald and Stone,' it's no comfort, and neither are two nearly motionless postscripts that play out like desolate elegies. Eno produced 'Small Craft on a Milk Sea' from studio improvisations he shared with electronica musician Jon Hopkins and guitarist Leo Abrahams, blending their musicianly interactions with the impersonal, repetitive processes of loops and beats and blurring any distinction between human and mechanized. Some of the sounds -- lustrous keyboards, muttering bass lines -- have long been part of Eno's vocabulary; others, like certain raucous drumbeats, hint at Hopkins' experience as a dance-club DJ. Above all the album extends Eno's long and downright scientific fascination with backgrounds. He has long praised the reticent, open-ended nature of soundtrack music; 'Small Craft on a Milk Sea' would have been a superb film score if there were a movie attached. Yet Eno also examines music not only as background to images or imagination but also as background to itself. His productions, for himself and others, are marvelously particular about low-volume sounds, away from the foreground of the mix, that can go nearly unnoticed but transform the music. In 'Late Anthropocene' on this album a flickering note worries at the track like a lone mosquito in a perfect parlor, while in the album's title track a nearly continuous ping way above the guitar stays endlessly discordant. These elements are as much psychological stimuli as musical ones, quietly recalibrating moods. Without a word the album establishes a telling dramatic arc. -- JON PARELES 'NOTHING' (Star Trak/Interscope) N.E.R.D Finally, the New Age, post-disco, smooth jazz, electro-funk album of blowhard eroticism and goofy mysticism that hip-hop has been waiting for. Of course it would come from Pharrell Williams. In a genre that has done its best to nurture extreme personalities, Williams may well be its only true eccentric. As one half of the Neptunes (with Chad Hugo) and maybe 49 percent of the rock-band side project N.E.R.D (with Hugo and, on occasion, the rapper Shay Haley), Williams painted the outlines of hip-hop's id for the early part of the last decade. He has remained a spectral presence ever since, a symbol of how to remain loyal to the genre while, through a series of even more curious musical choices, transcending it. 'Nothing' is the fourth N.E.R.D album and the first to feel altogether detached from its surroundings. It's unerringly odd, more simpatico with the downward-spiral years of the Doors or the triumphant flamboyance of Queen, filtered through a softer version of the hip-hop-inflected rock that made early N.E.R.D albums so invigorating. For a while it appears as if 'Nothing' is going to be as single-minded as a Serge Gainsbourg album, full of dirty come-ons, including the billowy 'Hypnotize U,' produced by the French house megastars Daft Punk, the only outside producers here. A verse from Shay on 'Perfect Defect' sounds as if it was lifted from the party-rap jesters LMFAO. As a guest on 'Party People,' rapper T.I. can barely keep his slick talk in his mouth. Throughout, soft synthesizers are cut with horn stabs, a modern take on '70s soundtrack funk. But Williams has stranger things in mind. On 'Life as a Fish' he traces the steps of evolution: 'From organisms to single-cells, mutate to shells, then mutate into spores.' With its almost-tacky sax parts and its wide-eyed proclamations -- 'Rain gives like 'cause it is amazing' -- 'I've Seen the Light/Inside of Clouds' is ghoulish. It would have been at home on one of Dr. Demento's shows. Near the end N.E.R.D regains traction. 'God Bless Us All' is a thoughtful, rough-edged soul song. 'Nothing on You' has the classic punchy Neptunes drums. And 'Hot-n-Fun' has an easy thump. 'This is stadium music/ 50,000 at a time,' Williams raps, doing his best Posdnuos impression. Except that in recent years, will.i.am and others have taken that maximalist mantle from the Neptunes. It's clear here that they're once again outsiders, back to being nerds. -- JON CARAMANICA 'SOULSVILLE' (W.O.W.) Huey Lewis and the News Nostalgia and opportunism have led more than a few aging rockers to the altar of classic soul music, in search of renewal. So with 'Soulsville' Huey Lewis joins the company of Rod Stewart and Phil Collins, among others. Recorded at Ardent Studios in Memphis, it pays tribute to the Stax Records legacy of the 1960s. Of course this is also a bid for re-evaluation from a franchise that has seen better days. Lewis' previous album was released in 2001, and it has been about a quarter-century since 'Sports' and 'Fore!' (consecutive chart-toppers) and the 'Back to the Future' soundtrack (i.e., 'The Power of Love). It's worth noting that 'Soulsville' was the idea of Lewis' manager, and that it isn't the first of its kind: Surely you recall 'Four Chords & Several Years Ago,' from 1994? Lewis, 60, has always had a good blues-rock voice, heavy with brawn and strain. And this task is within his capability. You hear him barking Rufus Thomas' 'Little Sally Walker,' and you think: OK, fine. But anyone with even a residual memory of the original recordings will miss the expressive heat of Wilson Pickett ('Don't Fight It'), the urgent grace of Otis Redding ('Just One More Day'), the plummy ease of Isaac Hayes ('Soulsville'), the lithe authority of Solomon Burke ('Cry to Me'). Maybe the comparisons would be easier to avoid with new arrangements. The News, which still includes three charter members besides Lewis, certainly does its job. But aside from transposing the keys -- a measure most likely taken to suit a limited vocal range -- these songs take few liberties. They aren't painstaking retro-soul re-creations; as overseen by the album's producer-engineer, Jim Gaines, they're more karaoke-faithful. And that can curdle on Lewis, make him sound more flippant than he probably is. On the Staples Singers' 'Respect Yourself' he shares the lead with Dorothy Morrison, doing her best Mavis Staples rasp. But the first lines are his: 'If you disrespect everybody that you run into 'How in the world do you think anybody's s'posed to respect you?' -- NATE CHINEN 'LIVING PROOF' (Jive) Buddy Guy 'Living Proof' is as properly complicated as Buddy Guy is and ought to be, and it triggers a couple of different listening responses. One is institutional respect and commercial familiarity. Here's a great older blues musician still strong of voice and hands, an American improvising maestro, given a bright and contemporary deep-sonics treatment -- neither the art-brut roadhouse scuff of his 2001 album 'Sweet Tea' nor Sharon Jones-esque analog old-schoolness -- with celebrity walk-ons to bolster his case. (There's B.B. King on 'Stay Around a Little Longer.' There's Carlos Santana on 'Where the Blues Begins.') Some of the songs address aging, in cute lyrics -- '74 Years Young,' 'Everybody's Got to Go,' 'Stay Around a Little Longer.' You know this category of record: the I'm-Still-Here record. John Lee Hooker has made this record before. B.B. King has made this record. Guy himself, a professional up and down, has made this record several times. But the other response is, oh my, that guitar playing is messy and loud and rude. On the first track, '74 Years Young,' after the sleepwalking verses about how Guy has been around the world and seen it all, his solo claws out of the gate, screaming and scrabbling, suddenly boosted in the mix. You hear flecks of probably unintended dissonance, and they sound like gifts; you hear his gestural ideas arriving a little too late for the bar line. It's committed playing, the real thing, and it floods your hearing. On Track 2, 'Thank Me Someday,' it happens all over again. Track 3, 'On the Road,' again. And then either the in-your-faceness of the record abates a little, or your ears have just gotten used to it. Anyway, the point is made. You can really hear Guy's own guitar tone, and it isn't deep-fried in distortion. His playing comes on roughly enough without it. He's been very loud in recent live shows too, and it doesn't always work. Sometimes it can seem unnatural, unnecessary, a soundboard mistake. Here his loudness and aggression aren't just forms of boasting. Guy and his producer, Tom Hambridge, have worked it out so that they fit Guy's artistic will. What's wrong with the record is plain. The lyrics' first-person mythmaking gets trite. The guest appearances sound fainthearted, tailored to the ears of Grammy voters. But the heart of the record is deeply, honorably misbehaved. -- BEN RATLIFF 