Excerpted from the magazine for Billboard.com.

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."

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.

Shifting easily from reverent elegance to a loose, frolicsome swagger, the 11-track disc covers Clooney's heyday, from 1951 to 1958. It also showcases some of the most intimate and cultivated vocals of Midler's lengthy career.

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."

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.

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.

With co-producer Robbie Buchanan, Manilow assembled an 84-piece orchestra in Los Angeles and recorded the bulk of the instrumentals for "Songbook" 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.

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."

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.' "

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.





Excerpted from the Oct. 18, 2003, issue of Billboard. The full original text of the article is available in the Billboard.com Premium Services section.

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