Queen Latifah sings really old school in her new film "Living Out Loud"... the kind of school Ella Fitzgerald taught. Latifah plays a jazz chanteuse who befriends Holly Hunter in the drama about lonely single New Yorkers (which opens in New York and L.A. tomorrow, and around the country Nov. 6). Director Richard LaGravenese decided to have the rapper-actress perform a few torchy ballads after he saw her singing jazz on her TV show "Living Single."

"He got the idea I could pull this off without anybody overdubbing it like Milli Vanilli," Latifah tells EW Online. But even the Queen needed extra confidence when it came time to do the Billy Strayhorn standard "Lush Life." She looked heavenward to the late jazz great Sarah Vaughn, whose delivery she wanted to echo. "I looked up for Sarah and said, 'If you're feeling this, help me out with it, girl. Because you know I don't want to do you any injustice,'" says Latifah, 28. "Plus, she's from Newark (like me), so I figured we had the Jersey connection."

Latifah isn't abandoning rap, however, having released a new album this summer, "Order in the Court." But she says that if the "Living Out Loud" soundtrack does well (she has three songs on it), she may consider doing an all-jazz CD. "I've never been a conformist when it came to my music, and it's never been totally hardcore," she says. "I wouldn't be content with just beats and rhymes 24 hours a day." Neither would Sarah Vaughn.