The Greatest was recorded in Memphis, with several of that city's veteran studio musicians serving as her backing band, including Mabon "Teenie" Hodges on guitar, his brother Leroy "Flick" Hodges on bass, and Steve Potts on drums. These soul legends have played with Al Green, Booker T. and the MG's, Aretha Franklin, Neil Young, and more. These are first-rate professionals, and their contributions a far cry from those of Steve Shelley and Dirty Three, or even Eddie Vedder and Dave Grohl.
The title song opened the album with the same halting, thick-fingered piano style Marshall has relied on since 2000's The Covers Record, but here it's swathed in Henry Mancini strings, teary delay effects, gently nudging drums, and Marshall's own multi-tracked voice echoing her lead vocals like Mary and Flo on the Supremes' loveliest ballads. The following track "Living Proof", was Cat Power's most conventionally sexy song yet. As it swaggers on lazy horns and careening organ. The brilliant "Lived in Bars" retained that Southern-fried sensuality in its back half: After beginning as a late-night smoky bar lament, the song lifts off on shoo-ba-doo harmonies and a bouncy beat; all of a sudden, it's getting hot and heavy in a pickup truck.
The marriage of Marshall's offbeat musical sensibility to her new backing band's in-the-pocket playing bears its most successful fruit on those three songs. At heart, they're smooth, accessible lite-R&B; tracks as close to Chan in Memphis as the album gets. Things got changed in the middle part of The Greatest just feels old. It's beyond "adult": These songs seemed musty and outdated, "Could We", "Empty Shell", "Islands", and "After It All" are all finger snaps and jazz hands, It felt like Marshall twirling her umbrella in the park as Fred Astaire woos her with clicked heels and a top hat. "After It All" even features whistling and the kind of cabaret melody Nellie McKay drops into a song right before she threatens to kill you.
The final part of the album "Where Is My Love", was the album's rock-bottom low. Marshall moans the title ad infinitum in some sort of high school musical approximation of Nina Simone. She's accompanied only by Cheez Whiz piano scales and those same heart-tugging strings from "The Greatest", only this time they sound creepily manipulative, not heartbreaking or beautiful.
The Greatest regained its composure as it neared the finish line, ending with a pair of songs that wouldn't have seemed out of place on any Cat Power album since What Would the Community Think. "Hate", the only track that at the time might scared off newcomers while delighting her original fanbase, "Love and Communication" was the album's first three tracks as viewed through a fun-house mirror: Instead of the Memphis crew welcoming Marshall into their world, the closing track sees Marshall luring the studio vets down her dark, claustrophobic alley.

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