Producers: Nellee Hooper, Madonna, Dallas Austin, Dave "Jam" Hall, Babyface.

Personnel: Madonna (vocals); Tommy Martin (guitar); Dallas Austin (keyboards, drums); Babyface (synthesizer); Donna De Lory, Nikki Harris (background vocals).

Audio Mixer: Jon Gass.

Recording information: Axis Studios, New York, NY; Chappell Studios, Los Angeles, CA; Darp Studios, Atlanta, GA; Enterprise studios, Burbank, CA; Hit Factory Studios, New York, NY; Music Grinder Recording Studios, Hollywood, CA; Soundworks Studios, New York, NY; Tea Room, Atlanta, GA; Wild Bunch Studios, London, England.

Unknown Contributor Role: Babyface.

For Madonna, pop music is the canvas of her greatest aspiration. While some critics might be ready to write her off, BEDTIME STORIES reasserts Madonna's claim to the R&B/dance floor turf she ceded to others as her own productions became elaborately self-conscious. And where performers like R. Kelly filled the breach with risque, sexually explicit fare, BEDTIME STORIES marks Madonna's return to a more stylized, elegant form of R&B.

Not that Madonna has gotten herself to a nunnery, as the soft-focus ooohing and aaahing of "Inside Of Me" demonstrates, but the overall approach on BEDTIME STORIES is less carnal, more romantic (like the difference between the Supremes and Salt N' Pepa). But in collaborating with innovative producers such as Babyface and Dallas Austin, Madonna has again positioned herself on the cutting edge of modern R&B (compare the layered, collage-like production of "I'd Rather Be Your Lover" and "Human Nature" to Dallas Austin's innovative collaborations with Joi on THE PENDULUM VIBE, or, for that matter, with the eerie "Bad Baby" from P.I.L.'s METAL BOX).

The spooky "Sanctuary" samples Herbie Hancock's "Watermelon Man" to create an African backdrop for Madonna's tale of earthy devotion, while the Icelandic diva Bjork's elliptical "Bedtime Stories" propels Madonna way beyond the limits of language on this crafty, near Eastern textured arrangement. The Oriental-flavored R&B of "Take A Bow" provides a confessional epilogue for this delicately-mannered program.