KING: Why the Rosey Clooney songbook?

 

MIDLER: Barry Manilow, who had -- who I hadn't talked to in a long time, called me up out of the clear blue, and he said, I had a dream that you and I made an album of -- that was a tribute to Rosemary Clooney. We both loved her. And in fact, one of the last times I saw him was at her -- a dinner honoring her at the Society of Singers (ph). And we had -- right after that, we did a television show. We did -- I had to do the "Roseanne" show, and that was the "Roseanne" show where we had our last falling out. So he was in there with me and Rosey. I mean, I had -- the night before we had that falling out...

 

KING: The last falling out with whom?

 

MIDLER: I had a falling out with Barry because I had gone -- he had -- I had to do this Roseanne Barr show, and I said -- my associate at the time said to Roseanne's people, Don't give her any surprise. She doesn't do well with surprise. Don't surprise her. So Roseanne, of course, had a surprise, and it was Barry, with all my old girls, all my old harlots (ph) singing. And I was so stunned because I realized this was going to be -- I was going to have to sing, and she had told me that I didn't have to sing, and I wasn't prepared.

 

So I was very upset. And he was -- when he saw me get upset, he got -- he got angry at me, and he said, You know, in life you have a -- you have choices to make. You can either choose to be happy or you can choose to be angry, and you made the wrong choice, and I don't want to see you anymore, words to that effect. And I was, like, Oh, my goodness! I was devastated. And I called him several times, and I said, I really do apologize and I'm...

 

KING: But they told you you weren't going to sing.

 

MIDLER: I know that. But you know -- but he was right. He was right. This is -- you know, this is the hand you've been dealt. Deal with it. What's the point of getting mad about it? So he didn't -- he was -- you know, he was very sort of gruff with me, and I didn't see him for a long time. Then he called me out and said, I had this dream. And I thought, Oh, Barry's calling me! He remembered me! He's not mad at me anymore! And I was so glad that he was -- I didn't care what he said.

 

KING: Why Rosey...

 

MIDLER: If he'd said, We're going to sing the Genghis Khan songbook... KING: Why Rosey Clooney? Why not Billie Holiday? Why not Dinah Washington?

 

MIDLER: Well, because, you know, that -- we both adored her, and we had -- the last -- one of the last times I saw him was at that Society Singers' dinner honoring her. So we were all kind of interconnected. We would talk about her. He and I would talk about her. We shared reminiscences. We...

 

KING: One singer to another, what was her greatness?

 

MIDLER: She had tremendous interpretive skills. She had a wicked sense of humor.

 

KING: Oh, yes.

 

MIDLER: She had a tremendous spirit. She had an indomitable spirit. She also was -- she was kindness personified. I mean, she was truly kind. And this is a relatively cutthroat...

 

KING: It hurt her.

 

MIDLER: Yes.

 

KING: Being nice.

 

MIDLER: Yes. She was still kind. She had not lost her humanity. But one of the greatest things she had of all was that instrument. You cannot deny that that was one of the great instruments...

 

KING: And it didn't leave her.

 

MIDLER: Never, never, never. And I mean, even at the end, she was still swinging. She was still singing beautifully. She was still interpreting great, great classic songs.

 

KING: No voice like it, right?

 

MIDLER: Really none.

 

KING: She had that throaty sound.

 

MIDLER: Really none. Really none. It had so much promise, and you know, it promises sex and it promised love, but it also promised comfort and maternal -- it really was quite an instrument.

 

KING: How about the arrangements? They were -- were they Manilow's or...

 

MIDLER: He -- those were -- well, he did all the sketches. He's quite a computer whiz. He's a genius on the computer, and he loves it. I mean, I can't do anything on the computer except get my e-mail. And he sits down at this computer, and he did all the sketches for all the charts. And he came to town, to my house in New York, and he said, I want to play these for you. And played them for me, and I -- I would say, Oh, I like this, or That's too long or I can't hold that note that long or this -- That's the wrong key.

 

And he took it away. He took the sketches away, and he brought -- gave them -- he parceled them out to Ray Ellis (ph), who arranged my favorite album ever, the greatest album ever made, for my money, which was called "Lady in Satin," a Billy Holiday record with songs...

 

KING: So he arranged...

 

MIDLER: So he gave -- he gave -- George Calendrelli (ph), Patrick Williams and -- and Ray Ellis. And then Barry did a -- had his hand in a couple, and Robbie Buchanan (ph).

 

KING: And you got Linda Ronstadt to sing "Sisters" with you.

 

MIDLER: Yes. But I have to tell you, it was such a lovely project because, you know, it was -- it had stardust all over it from the beginning. You know, there was him. I got to be his friend again. There was her. I got to honor her. I got to have these beautiful arrangements from -- arrangements that I didn't -- you know, that -- I mean, I always, my whole life, wanted to meet Ray Ellis, and then I got to, you know? And Linda Ronstadt -- to sing with Linda Ronstadt -- it was really a lovely...

 

KING: This is a true labor of love.

 

MIDLER: I have to say so. And it was, like, two days. I mean, it was, like, two days. I came in, I sang all the tracks and I went home. So it was, like, Oh, my goodness. Not only stardust, but also...

 

KING: It's a great listen. "Bette Midler Sings the Rosemary Clooney Songbook." And Bette's our special guest. And when we come back, we're going to take your phone calls. Bette Midler and co-star Shelley Long duke it out in the morgue over a body that's supposed to be the boyfriend they shared. Then again, maybe it's not him after all. Here's a scene from "Outrageous Fortune."

*****

KING: Back to the calls. We go to Augusta, Georgia -- Augusta, Kentucky, hello.

 

NICK CLOONEY, ROSEMARY CLOONEY'S BROTHER: Hi. This is Nick Clooney. How are you, Larry?

 

KING: Rosy's brother, George's father, who going to run for Congress, right?

 

CLOONEY: Well, forget that. It's not about me. I want to talk about Bette. I've got to tell you. I haven't had a chance to talk to you, Bette, since the album came out. All of us in the family are so thrilled...

 

MIDLER: I am so...

 

CLOONEY: What you did. You are astounding. You know, you surprise me. I knew you would do well with all of this, but the balance that Rosemary sort of owned. You know? You did a wonderful, wonderful job with and we love it.

 

MIDLER: I'm so happy to hear that. That's really fabulous. That's such good news, because I was so frightened.

 

KING: You're crying, Bette.

 

MIDLER: It's very moving, because I was so terrified what the family would think.

 

CLOONEY: Well, we are thrilled. You and Barry and Linda, of course, all great friends of Rosemary. What could be better as kind of a -- as a monument of this stage? I must -- of her memory. And you've just done wonders, all of Rosemary's kids. I don't speak for anybody generally, especially not my wife of 44 years, but I do speak for all of the family when I tell you that we're very proud of what you've done and we're very greatful for what you've done.

 

KING: Nick, how great of you to call in. I was telling Bette how I knew your sister, Betty.

 

CLOONEY: You bet. I know.

 

KING: Knew the Clooneys back...

 

CLOONEY: All those years. Betty and Rosemary and I thought Betty was the best of us. And when you did "Sisters" with Linda I must say that that set me down for a few moments.

 

MIDLER: Oh my god. Thank you so much.

 

CLOONEY: Don't want to take all of your time. I just wanted you to know that the Clooneys all love you.

 

KING: One quick think, how's George doing?

 

CLOONEY: Why that rascal is still taking my calls.

 

KING: Going to get him married ever?

 

CLOONEY: You know, I can't get grand kids out of him. I got them out of my daughter Adith (ph), 2 of them, who are the world's only 2 grandchildren of course. And I'm now working on George. But you know? He seems to be doing fine without my advice.

 

KING: And good luck with the Congress thing.

 

CLOONEY: Bless you.

 

MIDLER: Bye. That's sweet.

 

KING: No special number, just called in.

 

MIDLER: That's great. I'm sorry. I'm really moved.

 

KING: It's ok. I understand. When the family -- hey. It's the brother.

 

MIDLER: Yes. That means a lot to me.