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The source material for the inspired, all-covers Black Pearls album was popularized strictly by women. It's an unsurprising concept, given that Will Downing made his 1987 solo debut with a version of Deniece Williams' "Free" and went on to cover classics by Rose Royce and Aretha Franklin. The singer's first album for the Shanachie label, this features updates of well-known songs, mostly ballads, that originated in the late '70s and the early '90s. The likes of Jean Carn's "Don't Let It Go to Your Head, " Williams' "Black Butterfly, " Ren & Angela's "Your Smile, " and Brenda Russell's "Get Here" -- easily the biggest crossover hit among the selections -- are reinterpreted faithfully with Downing's typical richness and restraint. Phyllis Hyman's "Meet Me on the Moon" (1991) , co-written by Gene McDaniels, is the deepest selection, but even that one is far from obscure, and it's evidently as close to Downing's heart as anything else. A characteristically polished recording produced by Downing, it involves discerning use of strings and horns, as well as help from some longtime associates. Wife Audrey Wheeler Downing on background vocals, Melvin Davis on bass, and Randy Bowland on guitar are all along for the trip. Kirk Whalum's flute augments "Nights Over Egypt, " and Najee takes a saxophone solo on "Street Life. "