Pearl Jam's Eddie Vedder, the Black Crowes, Sarah McLachlan, the Wallflowers, Ben Harper, and Nick Cave are among the artists who have recorded Beatles covers for the V2 soundtrack to "I Am Sam," star

Pearl Jam's Eddie Vedder, the Black Crowes, Sarah McLachlan, the Wallflowers, Ben Harper, and Nick Cave are among the artists who have recorded Beatles covers for the V2 soundtrack to "I Am Sam," starring Sean Penn and Michelle Pfeiffer. The album, due Jan. 8, also features Beatles covers by Aimee Mann and Michael Penn, Ben Folds, Paul Westerberg, Grandaddy, Stereophonics, Heather Nova, the Vines, Howie Day, Chocolate Genius, and, as first reported here, Rufus Wainwright and Sean Lennon.

The film, which hits U.S. theaters on Dec. 28, centers around the struggles of the mentally challenged Sam Diamond (Penn), who is trying to retain custody of his young daughter just as her burgeoning mental capacity threatens to overshadow his own. Penn's character is obsessed with Beatles minutiae, from the John Lennon posters that adorn his apartment to the naming of his daughter Lucy as an homage to the song "Lucy in the Sky With Diamonds," covered on the soundtrack by the Black Crowes.

"I Am Sam" was co-written, produced, and directed by Jessie Nelson, who co-wrote and produced the 1999 Pfeiffer vehicle "The Story of Us." And while listeners have gotten used to soundtracks loaded with songs that have no bearing on the movie itself, "I Am Sam" producer Rick Solomon of Bedford Falls Company tells Billboard.com, "these songs and these usages have existed in every single draft" of the five-year-old script. Solomon adds that Yoko Ono and Paul McCartney each gave their blessing to the project.

A number of the covers appear in the film, including Mann and Penn's "Two of Us," Harper's "Strawberry Fields Forever," and Vedder's solo rendition of "You've Got to Hide Your Love Away." Aside from a handful of guest spots -- many of them unbilled -- the latter track marks Vedder's first major non-Pearl Jam recording since "The Long Road" and "The Face of Love," his collaborations with the late Pakistani vocalist Nusrat Fateh Ali Khan on the 1996 "Dead Man Walking" soundtrack.

"Getting Eddie was the lynchpin to everything," Solomon says. "He's friends with Sean [Penn]. He gives you such unbelievable artistic credibility. We were then able to get these other wonderful people, and it seems like they're all very much of a piece with one another."

McLachlan's interpretation of "Blackbird" is her first new recording since the 1999 Arista live album "Mirrorball," while Westerberg's take on "Nowhere Man" is his first release since 1999's "Suicane Gratification" set on Capitol. The Wallflowers' cover of "I'm Looking Through You" features guest vocals by Jackson Browne, at whose studio the song was recorded.

"I Am Sam" also features appearances by mentally disabled actors Brad Silverman and Joe Rosenberg, whom filmmakers met while doing research at L.A. Goal, a non-profit organization dedicated to assisting developmentally disabled adults. "When V2 got familiar with the organization, they committed to donating some of the proceeds [from the soundtrack] back to L.A. Goal," Solomon says. "When that happened, it engendered all of this good will. People cut songs for very small amounts of money."

Here is the tracklist for the "I Am Sam" soundtrack:

"Blackbird," Sarah McLachlan
"Two of Us," Aimee Mann and Michael Penn
"I'm Looking Through You," the Wallflowers
"Across the Universe," Rufus Wainwright and Sean Lennon
"Strawberry Fields Forever," Ben Harper
"You've Got to Hide Your Love Away," Eddie Vedder
"Lucy in the Sky With Diamonds," the Black Crowes
"Golden Slumbers," Ben Folds
"Nowhere Man," Paul Westerberg
"Let It Be," Nick Cave
"Don't Let Me Down," the Stereophonics
"We Can Work It Out," Heather Nova
"I'm Only Sleeping," the Vines
"Help!," Howie Day
"Revolution," Grandaddy
"Julia," Chocolate Genius