Fans of mature RB who were won over by Heather Headley's 2002 debut, This Is Who I Am, will hear much to like in her follow-up, In My Mind. Headley by and large proceeds with an "If it ain't broke, don't fix it" policy. She does sound more assured, which only works to her advantage with the mostly elegant and very musical set of arrangements that she fronts. Though the hooks aren't as immediate as what can be heard on Top 40 radio, the relationship insights and the manner in which they're compellingly conveyed are more than a fair trade-off. The title track, which begins the album, immediately reminds the listener that Headley's songs aren't full of empty gestures or fleeting thrills. Unlike most modern RB singles of any stripe -- whether they strive for major chart success or comparisons to '70s icons -- the song exemplifies how relationships and emotions are messy and complicated, and how they can't always be summed up by short catch phrases, over-dramatic bellowing, and other forms of "I'm more important than the song" nonsense. That said, the album isn't without some surprises. Back When It Was is the classiest production Lil Jon has done yet, much more Givin' Him Something He Can Feel than Get Low -- classy enough, in fact, to lead into another one of Jimmy Jam and Terry Lewis' elegantly layered ballads. The buoyant dancehall-tinged track How Many Ways, produced by Lenky, features Vybz Kartel, and is just as sexy as Beyoncé's Naughty Girl without being nearly as suggestive. The only disappointment is that the album lacks a strutting, upfront track on the level of This Is Who I Am's Dallas Austin-produced Like Ya Used To. Here's hoping that Headley's third album won't take more than three years to materialize. Her presence should be constant, not occasional. ~ Andy Kellman, Rovi

1		In My Mind
2		Am I Worth It
3		Wait A Minute
4		I Didn't Mean To
5		How Many Ways
6		Back When It Was
7		What's Not Being Said
8		Losing You
9		Rain
10		The Letter
11		Me Time
12		Change