David Lynch has always been one of cinema's most astute directors when it comes to sound. Whether its recycling pop songs in an entirely new context ("Blue Velvet") or pure industrial ambience (the radiator hiss from "Eraserhead"), Lynch has always used the soundtrack deliberately to add another dimension to his films. With "Mulholland Drive," Lynch continues his fruitful collaboration with composer Angelo Badalamenti, who has produced both the haunting dream-pop of "Twin Peaks" and the lurching, orchestral swoops of "Lost Highway."

"Mulholland Drive" contains pretty much everything you'd expect from Lynch-land, and then some. There's twee '50s kitsch with a girl-group version of "I've Told Every Little Star" and threatening sexual menace underlying Sonny Boy Williamson's warbling vocal on "Bring It on Home."

Roy Orbison's "Crying" gets redone in Spanish as "Llorando," an a cappella fado version that turns it into a haunting banshee lament. "Go Get Some" features the Lynch house band: hypnotic tremolo '50s guitar twang, with spurts of Jimi-on-bad-acid guitar howl on top. In other words, blues from hell.

Finally, there are Badalamenti's orchestral themes, performed by the City of Prague Philharmonic. These are generally as rapturously lush and beautiful as you'd expect . . . except when Lynch decides to do something like record them through mikes enclosed in long pieces of pipe. These long, hollow drones are ominous in the extreme, with sub-bass to blow your woofers and violent shifts that threaten to reach out and grab you.

Listen to this one before falling asleep at your own risk.