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William Shatner was 73 when he recorded "Has Been." It had been 36 years since his laughable, hammy album "Transformed Man" in 1968, but this time he teamed with the genuinely talented Ben Folds to produce and arrange his songs. (Shatner identifies Folds on the album as "an artist, technician, creator, and friend.") Shatner had become friends with Ben Folds six years earlier, and they'd collaborated on Shatner's famous series of ads for Priceline. Together they surprised everyone in 2004 by creating a terrific album.

A bittersweet nostalgia hangs over many of the songs. Ben and Nick Hornby co-authored a poignant track called "That's Me Trying," in which Shatner plays a father contacting his estranged daughter after 20 years. (Aimee Mann and Ben Folds provide the sad vocals for its chorus.) On "It Hasn't Happened Yet," Shatner wrote the lyrics about his secret fears and regrets. ("I dreamt of success... I would make my folks proud. I would be happy. It hasn't happened yet.") In one chilling, two-minute track, Shatner even whispers his memory of finding his wife's body drowned in a swimming pool after accidentally combining alcohol with valium. It segues into a sad harmonium, but it's followed by a gently upbeat song co-authored with his new wife Elizabeth (called "Together.") In the CD booklet, it's said that Shatner described this album as "a legacy for his family."

But beyond the meaningful sincerity of the album, it's also surprisingly witty. The album's cover is a wry shout-out to Folds' "Rockin' the Suburbs" cover, complete with a black-and-white photo and the same green lettering, but this time with Shatner clutching his head in his hands. The track "Ideal Woman" finds Shatner praising his lover to the stars, only to be caught up short by her annoying habits. And only Shatner could inject enough charm into the supreme irony of the song "You're Gonna Die." ("I hate to be the bearer of bad news, but...")

Folds plays down the painstaking effort involved in creating the album. ("I was in a van somewhere in the Rockies, and our signal kept getting lost..." he writes on the liner notes. "By the time I got back to him, he'd received a call from a new record company with the idea of making a new album.") In fact, he'd assembled the perfect selection of musicians and songs. Spoken word legend Henry Rollins creates an amazing duet with Shatner on a ranting list of grievances called "I Can't Get Behind That," and they're backed by Adrian Belew. Country singer Brad Paisley adds a winning humility to "Real," a duet he wrote as the album's last track (though it was the first one recorded). Besides singing a vocal, Joe Jackson also does the gospel organ solo for "You'll Have Time." And Folds himself appears on many of the tracks.

But it was the first track of the album that became its most famous, as Shatner and Folds created an amazing version of Pulp's 1995 song "Common People." It opens with a fast post-punk rhythm of drums and guitar, as Shatner purrs through its predatory vocals about a rich college student. But soon it builds to a full wall of electric guitars, as Joe Jackson wails out its challenge that "You will never understand!" Folds assembled a loud, fierce choir to create an anthem sound for its chorus, "Sing along with the common people."

The song is electrifying, and it announces to the world that this time, William Shatner's music would be coming from the heart. "The studio we worked in is where Elvis waved his hips," Shatner writes exuberantly on the CD's cover.

"It was one of the most marvelous experiences of my life."

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