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Date: 10-

NEW YORK - Barry Manilow recalls waking from a dream earlier this year with Bette Midler on his mind.

"It was the 1950s in my dream, and Bette was singing Rosemary Clooney songs," Manilow says with a smile. "Bette and I hadn't spoken in years, but I picked up the phone and told her I had an idea for a tribute album. I knew there was absolutely no one else who could do this."

Midler says, "The concept was absolutely brilliant. I loved Rosemary. I had a lot of respect for her, and I missed Barry. And those songs are magical."

Cultivated vocals

The resulting "Bette Midler Sings the Rosemary Clooney Songbook," released Sept. 30 under a one-album deal with Columbia, is a loving tribute to the cherished singer, who died June 29, 2002.

It also showcases some of the most intimate and cultivated vocals of Midler's lengthy career.

The set has obviously connected with fans, too. "Songbook" debuted at No. 14 on this issue's Billboard 200, boasting her biggest opening week ever, with 71,000 copies sold, according to Nielsen SoundScan.

For Midler, the timing couldn't have been better. Her longtime contract with Atlantic ended in 2000, and Midler hadn't made a record in a couple of years. "It was time," she says.

"I'm a big believer that coincidences happen for a reason. I just decided it was meant to be; there was no reason to pluck the idea to death and think it to dust," she explains.

Shifting easily from reverent elegance to a loose, frolicsome swagger, the 11-track disc—Midler's 19th—covers Clooney's heyday, from 1951 to 1958.

It includes her No. 1 Hot 100 hits "Hey There" and "This Ole House," along with "Sisters," originally recorded with Clooney's sister Betty and now a jamming big-band duet between Midler and Linda Ronstadt.

For Clooney's pairing with Bing Crosby on "On a Slow Boat to China," Manilow sings playfully with Midler. She also daintily covers "White Christmas," from the 1954 film starring Clooney and Crosby.

"These are great songs to sing, with really good lyrics, great charts and fun melodies," Midler says. "It was a wonderful experience."

"Songbook" opens a new chapter for the world-class entertainer. Her 35-year sojourn in show business has taken her from New York's bawdy bathhouses to an Academy Award-nominated role as a drug-addled blues rocker in 1980's "The Rose."

From there, it was double Grammy Award wins for song of the year with power ballads "Wind Beneath My Wings" (1989) and "From a Distance" (1990).

In all, Midler has earned four Grammys, three Emmys, a Tony, three Golden Globes and nine American Comedy awards and has been nominated for two Oscars. Her worldwide album sales total more than 14 million, according to Columbia.


The new project brings Midler full circle. Manilow was her arranger in the early New York days, and he produced her first two albums: "The Divine Miss M," which won her the first Grammy for best new artist in 1973, and "Bette Midler," the platinum follow-up.

"Barry was with me for the whole ride up," Midler says. "We didn't talk about what was happening to us at the time. We just kept doing this date and that date. We never once stopped to say how amazing it all was."

The two perfectionists also gained infamy for their fuel-injected disagreements. Midler smiles, remaining at ease, and recalls, "Epic battles. Very stressful times. We argued a lot, especially during the live shows.

"There were also some wonderful times, but we ended badly. He sort of stomped off—really to start his own career—and I said, 'Ah, let him go,' " she adds, waving her hand.

"I was pissed off, and I didn't want to confront what had happened," Midler says. "I figured that if Barry was irreplaceable, I couldn't go on."

Manilow adds, "We're both high-strung and passionate and opinionated." And 30 years later, he remains a man with a clear vision: "I put the 'p' in prepared," he says.

His design for "Songbook" began with demos, which Manilow would take to Midler's house: "Little by little, we began to crawl into it."

"He knew exactly what he was doing," Midler continues. "Barry would say, 'This is how I hear it,' and then I'd say, 'I would add two more bars here, the brass is too early here.' "

With co-producer Robbie Buchanan, Manilow then assembled an 84-piece orchestra in Los Angeles and recorded the bulk of the instrumentals in three days.

Midler rehearsed and then stepped in to record her vocals in only two days.

"Two days!" Midler exclaims. "I tell you, Barry took all of the agony out of it. He chose the material, hired the band, called the arrangers, booked the studio, did the mixes. It was like I was the girl singer—like Rosemary was at one time.

"Truth be told, it was a great relief," she adds. "Barry is a very musical man, he has great taste and he's a tremendous arranger and piano player. And he's lots of fun."

After the experience, Midler says she never again intends to agonize over a recording note by note.

"It's just not that precious. It's music, not cancer research. It's meant to give joy and to have a certain amount of spontaneity and fun behind it. I think I had gotten uptight, and Barry kind of told me off until I was able to let it all hang out, to swing along with the band," she says.

Only one bette

Of course, a central goal was to conjure the magic of Clooney's original songs while gently stamping them with Midler's signature.

"I didn't want to annoy anybody by taking on these songs," she says. "But these arrangements are more contemporary. The tempos are quicker. And I added my own humor and sarcasm."

Manilow adds, "There is only one Bette. She's just as inventive and creative and as talented as ever. She can act a song and make it her own. She was able to interpret these songs so uniquely that you always know she's there.

"And her voice sounds so beautiful on this album. There's a maturity since we last worked together that's energetic and fun."

For Midler, there was also the self-conscious edge that came from being friends with Clooney. The two met in the early 1980s at the Fairmont in San Francisco, where the latter was performing.

Midler remembers, "She was kind enough to see me backstage, and we just sat down and started talking and kept on for a couple hours. She was as lovely as they came—generous, warm, affectionate, with no attitude. She put me at ease immediately."

Manilow also knew Clooney; they met at a surprise birthday party for her hosted by Midler. She dueted with him on "Green Eyes" for his 1994 album, "Singin' With the Big Bands."

To share the experience, Columbia is executing a marketing campaign to open "Storybook" to adult consumers.

In the midst of filming Paramount's anticipated remake of the 1970s cult classic "The Stepford Wives" (co-starring Nicole Kidman, Matthew Broderick, Glenn Close and Faith Hill), Midler made stops at "Today," "The View" and "Late Show With David Letterman" during release week. Manilow accompanied her on piano.

The label also relaunched, which currently promotes the album but is scheduled to cover her career history in the near future.

In addition, lifestyle, women's and gay Web sites were targeted for streaming and contests.

"There is a void in the marketplace for this kind of music," says Rocco Lanzilotte, VP of creative marketing for Columbia.

"From the first moment I heard it, I knew it was a pot of gold, the way it was orchestrated, the production, the choice of songs and Bette's voice," he says.

Midler will bring the "Songbook" to life with her upcoming Kiss My Brass tour of North America. It opens Dec. 10 in Chicago and is scheduled to run through February. The tour, her first extended run in four years, comprises 40 dates so far, including two nights at New York's Madison Square Garden.


For Manilow, the creation of "Songbook" with Midler is a dream come true and marks the latest in a line of creative endeavors with some of the world's most-prized divas.

Previous collaborations with Dionne Warwick and Nancy Wilson garnered Grammy nominations.

Just before reteaming with Midler, he produced (with Eddie Arkin) Diane Schuur's "Midnight," an album of original songs co-written by Manilow for the jazz great.

Manilow is pleased with this latest experience. "Bette is still funny as hell and inventive and just a doll to work with," he says. "We laughed, and we learned a lot from each other."

And, he adds with a wink, "We're still talking to each other afterward."

Midler says, "We had a fabulous, fun-filled time. This album makes me very happy. If Rosemary could hear it, I think she'd say, 'Nice try, kid.' "