Kelly Osbourne's debut, Shut Up -- later retitled Changes upon its 2003 reissue -- arrived in 2002 in the thick of punk-pop's popularity in the early 2000s and it reflected the sound of the times. Three years later, Osbourne returned with her follow-up, Sleeping in the Nothing, and it sounded nothing like Shut Up/Changes, but like that debut, it reflected its times: it spurned punk revival for new wave revival. So, as the pop culture of the new millennium lives a quarter century in the past, Osbourne rides the wave, drafting L.A.'s favorite collaborator of the last five years, Linda Perry -- who struck it big with Pink, Xtina Aguilera, and Gwen Stefani, not so big with Courtney Love, Lisa Marie Presley, and Fischerspooner -- as writer, producer, chief collaborator, and overall musical director. Kelly and Perry pull out all the stops on Sleeping in the Nothing, stopping at nothing to re-create the robotic pulse and computer gloss of the early '80s. Perry plays and programs nearly every note on the album herself, piling on layers of echoed guitars and cold synths over drum machine loops. Apart from the slick, seamless Pro Tools production, there's not much here that makes it sound modern, even if it does sound contemporary in its '80s fetishization, and while that's admirable, even fun, at first, as the record reaches its midway point it starts to bog down because it succeeds in its re-creation of Reagan-era pop just a little bit too well. It has a handful of glitzy, catchy singles in One Word, Redlight, and Suburbia, but they're surrounded by songs that first skate by on their surface sheen, but start to seem awkward, clumsy, and repetitive. Worst of all, the album no longer sounds like a sexy new romantic tribute, it starts sounding like the lumbering mainstream pop that tried to adapt new wave production techniques -- in other words, the anti-date rape anthem Don't Touch Me While I'm Sleeping sounds disarmingly like Kenny Loggins' Danger Zone, and it's not the only cut here to have the sterile, bombastic sound of the mid-'80s. While this kind of electronic overkill is a logical end result of a conscious aping of '80s records -- if you try so hard to re-create a sound, you're almost bound to fall into the same traps as your predecessors -- it's kind of shocking to hear the de-evolution of a retro craze within the course of one record. But that's what makes Sleeping in the Nothing a more interesting record than Kelly's first album and more interesting than a lot of the retro-'80s cluttering the pop culture landscape in 2005 -- it may be flawed, but it's a microcosm of the new wave revival, in all of its glories and absurdities. ~ Stephen Thomas Erlewine, Rovi

1		One Word
2		Uh-Oh
3		Redlight
4		Secret Lover
5		I Can't Wait
6		Edge of Your Atmosphere
7		Suburbia
8		Don't Touch Me While I'm Sleeping
9		Save Me
10		Entropy
11		One Word[Chris Cox Remix]