Carole Bayer Sager knew "that's what friends are for" long before she wrote the song of the same name. The former Carole Bayer was already a hitmaking lyricist before graduating high school, thanks to the Mindbenders' No. 2 hit "A Groovy Kind of Love." The song was written by Bayer and Toni Wine before both women hit the ripe old age of 18. Following more hit tunes with the likes of the Monkees and Neil Sedaka, and even a Broadway musical (1970's Georgy, with music by George Fischoff), she eventually turned to a recording career. Her complete, three-album solo discography has just been collected on two CDs by Australian label Raven Records, and the set makes for a "Who's Who" of popular music. Sager's team of songwriters, producers and background vocalists were all-stars, to wit: Bette Midler, Peter Allen, Melissa Manchester, Neil Diamond, Tony Orlando, David Foster, Nino Tempo, Nicky Hopkins, Luther Vandross, Alice Cooper, Michael McDonald, and not one, but two romantic partners who both just happened to be Academy Award-winning songwriters: Marvin Hamlisch and Burt Bacharach. Oh, yeah. The future King of Pop showed up for a duet, too. Carole Bayer Sager/...Too/Sometimes Late at Night (Raven RVCD-356, 2012) brims with an abundance of orchestral pop-rock riches, showcasing some of the lyricist's finest and most enduring compositions.

Sager's self-titled Elektra debut (1977) and its follow-up ...Too (1978) are both impeccably arranged collections that have been criminally underrated over the years, but 1981's Boardwalk LP Sometimes Late at Night is the crown jewel here. Though Sager is known for her unabashedly commercial lyrics that have struck a chord with so many, her more idiosyncratic side comes into full blossom, too.

Carole Bayer Sager featured songs co-written with Manchester, Midler, Hamlisch, Allen, Bruce Roberts and Johnny Vastano, but all shared a similar sonic signature thanks to the low-key, lean production of Brooks Arthur and the subtly evocative arrangements of Paul Buckmaster, the architect of the string charts for most of Elton John's early hits. Sager's voice was a small, wispy instrument, yet she knew, and was in full control of, its strengths. An aching vulnerability permeates much of the album, most vividly on the Allen co-write "I'd Rather Leave While I'm in Love." Later recorded in a hit version by Rita Coolidge and also by Allen, Dusty Springfield and Carmen McRae (not to mention Hugh Jackman in the Allen bio-musical The Boy from Oz), the song's direct sentiment cuts to the bone thanks to Sager's poignant vocal and the sympathetic arrangement: "Too many times I've seen the rose die on the vine/And somebody's heart gets broken/Usually it's mine..." She also brings a touching dimension to "Come In from the Rain," which was introduced by Manchester and also recorded in 1977 by Captain and Tennille. Sager is no match for Manchester, Coolidge or Toni Tennille in terms of vocal power, and her voice occasionally cracks or gets particularly throaty. But these surprisingly soulful performances are appealing due to the emotion on display.

Carole Bayer Sager isn't all melancholy, though. Peter Allen supplies a sleek piano part on his feisty "Don't Wish Too Hard" ("Or then you might get it...and then when you get it, you might find you didn't want it at all!") on which Sager is joined by Tony Orlando as her protesting lover. Gene Page provided the upbeat arrangement. Even saucier, though, is the offbeat "You're Moving Out Today," a major hit for Sager virtually everywhere but America! The kooky single hit No. 6 in the U.K. and No. 1 in Australia, where the album hit No. 2 itself. Bette Midler (who also wrote the song with Sager and Bruce Roberts) joins Carole as she deliciously kisses off a live-in lover with, um, some interesting proclivities: "Your nasty habits ain't confined to bed/The grocer told me what you do with bread/Why don't you take up with the baker's wife instead of me?," she coquettishly implores before demanding he pack up his rubber duck, his funny cigarettes, his 61 cassettes, his rubber hose, and various other objects. Seems he's a composer, too (Carole's type), for she asks him to pack up his "songs that have no hooks," as well! It all makes for a gleefully wicked three minutes of song. (Midler's studio version appears on her Live at Last album.) A gentler end to a relationship is presented in the wistful "Sweet Alibis," written with Marvin Hamlisch, who supplies typically sensitive work on piano, celeste and Fender Rhodes. Lee Ritenour brings a unique color to this track with a strong electric guitar solo. In a different vein, Midler lends her pipes to the sweetly affecting Allen/Sager tune "Shy as a Violet," fleshing out Sager's lead vocal with a close harmony.

We check out the next two Carole Bayer Sager albums after the jump! Plus: the full track listing and an order link!

Follow-up ...Too reunited much of the same personnel, with David Foster and Alice Cooper added into the mix. Brooks Arthur again produced, with Buckmaster joined on arrangements by Foster, Hamlisch, Don Costa, David Campbell and brass specialist Jerry Hey. It's another album of quirky relationship songs, though, and as such, sits comfortably alongside its predecessor. If the material isn't on the whole as strong as that of Carole Bayer Sager or Sometimes Late at Night, there are still ample highlights, especially in the lesser-known songs by Manchester ("Peace in My Heart," on which she also sings), Allen (the understated "You're Interesting") and Hamlisch ("There's Something About You," which recalls his and Sager's "If You Remember Me").

Michael McDonald lends his familiar voice to "It's the Falling in Love," the slick R&B dancer co-written with David Foster and recorded the following year by another Michael, Jackson, on Off the Wall. Foster also wrote the melody and arranged "I Don't Wanna Dance No More," which despite its title, has a disco backbeat and Philadelphia-style strings. Both of Foster's catchy, upbeat tracks featured Steve Lukather, Jeff Porcaro, Steve Porcaro and David Hungate of Toto. On the opposite end of the spectrum is the Manchester-composed "To Make You Smile Again," lushly orchestrated by Don Costa (with Nino Tempo and Hamlisch among the players) in the style of a late-night movie chanson. Alice Cooper co-wrote and provides background vocals for "Shadows," very much in the vein of his own ballads.

One-time Casablanca Records president and then-head of the Boardwalk label Neil Bogart had urged Bayer Sager to return to the recording studio, presenting her with the idea for the relationship song cycle that would become 1981's Sometimes Late at Night. She enlisted Brooks Arthur to return as producer, but he was paired with a new collaborator: Sager's soon-to-be second husband, Burt Bacharach. One track was handed off to Neil Diamond and Dennis St. John, while Michael Jackson teamed with Bacharach for another. The new Bacharach/Sager team wrote all but three of the album's tracks, some in collaboration with Peter Allen and Bruce Roberts. The remaining three songs were written by Sager, one apiece with each of those two friends and one with Neil Diamond. Bacharach also was the primary arranger, but he worked with David Foster, Jerry Hey and even Sager's ex-boyfriend Marvin Hamlisch on a handful of songs. The result, however, was a seamless musical drama that one critic described as "the Sgt. Pepper of singer/songwriter recordings." While that may be a hyperbolic comparison, Sometimes Late at Night is a criminally unknown album that nearly matches its grand ambitions.

Of course, any song cycle depends on, well, the songs. It's unfair, if unavoidable, to compare Sager's lyrics to that of Bacharach's longtime partner, Hal David, with whom he was estranged for much of his relationship with Sager. David had a gift for weaving poetry out of deceptive simplicity, for memorably coining phrases that were still conversational, and most of all, for making words flow naturally on Bacharach's quirky melodies. There's no doubt that Sager's influence smoothed out some of the signature edges of Bacharach's style, and were less emotional than David at his best. But as Bacharach is always quick to point out today, Sager also taught him how to adapt his style to the different set of demands and expectations of the 1980s. Together, they revitalized his career. Sometimes Late at Night, then, can be viewed as a transitional album for the maestro, for it's much more in the vein of his classic sixties work than of "That's What Friends are For" or "On My Own." It's actually closest in spirit, though, to his mature, underrated, late-seventies solo albums like Futures and Woman.

Sager reflected on the arc of a relationship beginning with its break-up, in a chatty, intimate and conversational way that allows the listener to somewhat overlook the lack of technical precision in many of the lyrics. Her soft, hushed tones lend a feeling that she's sharing these innermost thoughts with a close friend, and Bacharach sets the lyrics to typically precise melodies which shift to every mood, whether introverted or extroverted. This is adult contemporary at its finest, with flourishes of jazz, blue-eyed soul and lightly funky R&B.

"Look, all our dreams came true/See how I've got me? Baby, you've got you/And through it all, just one thing died/A little thing called love, a feeling deep inside..." Those wistful lyrics from Sager and Peter Allen's "You and Me (We Wanted It All)" open the album and set its tone, as well as its style; fragments of songs and melodic snatches will appear as connective tissue throughout the LP, creating one continuous composition interrupted only to turn over the original record. The story begins with the singer blindsided by her lover in "I Won't Break," a softly-sung, sad but ultimately assertive (or is it?) lyric as she works out what's just happened: "Wonder how it is I didn't know? Well, I guess it's true that love is blind/It's just that I thought we were doing fine/Baby, did I hear you say you want to go?" Throughout what was the first side of the LP, she addresses the age-old question of "can we still be friends?" ("Just Friends"), wonders, "Was I just too much in love?" ("Somebody's Been Lyin'," also recorded by Carpenters), attempts to pick herself up and dust herself off ("On the Way to the Sky," co-written and co-produced by Neil Diamond, who recorded it himself) before conceding that "You and me, we wanted it all" in the song of the same name, previously recorded by Frank Sinatra on Trilogy but here given heft by Hamlisch's sumptuous arrangement.

Sager was joined on "Just Friends" by a very prominent Michael Jackson in the role of her ex-lover. The lyric is casual and a bit awkward, as if Sager is still adjusting to setting words to Bacharach's melodies: "I don't think that you and me can't just be friends/Maybe this is how the whole thing/Has to just end..." Jackson mellifluously trades lines with Sager on this gorgeous track. Bacharach varies the instrumental palette from track to track, too, with the cascading keyboards of "I Won't Break," the gentle acoustic guitars of the sly "Somebody's Been Lyin'" and his trademark flugelhorn coda on "You and Me (We Wanted It All)."

On the album's second side, Melissa Manchester joins Sager for the reflective title track. Then, the singer confesses that she's not ready to be "Wild Again," but soon, she's open to romance once more ("Easy to Love Again," with one of the album's strongest melodic hooks) and ends up "Stronger than Before" via another perfect pop song by Bacharach and Sager that should have scored a hit record. Despite the triumph of "Stronger than Before," however, the album ends on a more somber note with "You Don't Know Me," not the Ray Charles song, but another Bacharach/Sager composition: "You don't know me/If you did, you would know if I loved you...When you loved me/Did you know how I lived my life for you? Part of me died, part of me just cried out..." A reprise of the title track closes out the album, majestically, with strings and horns swirling around Sager's final musing, "Did you ever love me at all?"

A few songs on Sometimes Late at Night received cover recordings; Dionne Warwick later tackled "Stronger," as did Chaka Khan, and Steve Lawrence took on "I Won't Break," in addition to the artists mentioned above. But it's still a shock that more soft rock-inclined artists didn't rediscover the gleaming melodies that flow so easily here. Bacharach and Sager married in 1982 and divorced a little less than ten years later, having produced not only a number of hits ("On My Own," "Arthur's Theme (Best That You Can Do)," "That's What Friends are For") but a son, too. But Sometimes Late at Night may be their great lost masterwork.

Raven's reissue has been remastered by Waren Barnett. Louise Cook has designed an attractive, full-color booklet which contains copious, beautifully-shot photographs of the artist from the original LPs, as well as new notes by Ian McFarlane. Although McFarlane confuses Neil Sedaka with Neil Diamond (crediting Diamond for Sedaka's "The Girl I Left Behind Me" and "When Love Comes Knockin' (At Your Door)"), his notes are otherwise solid and informative.

Carole Bayer Sager has never been anthologized with a commercial "greatest hits" despite the wealth of material she's written, and these three LPs as a solo artist got lost in the shuffle in the U.S. upon their initial releases. But that shouldn't stop you from taking this chance to rediscover these sophisticated and largely hidden gems from a beloved lyricist and many of her talented friends!

You can order just below!

Carole Bayer Sager, Carole Bayer Sager/...Too/Sometimes Late at Night (Raven RVCD-356, 2012)

CD 1: Carole Bayer Sager/Too

1. Come In from the Rain
2. Until the Next Time
3. Don't Wish Too Hard
4. Sweet Alibis
5. Aces
6. I'd Rather Leave While I'm in Love
7. Steal Away Again
8. You're Moving Out Today
9. Shy as a Violet
10. Home to Myself
11. To Make You Smile Again
12. It's the Falling in Love
13. Peace in My Heart
14. Shadows
15. You're Interesting
16. There's Something About You
17. It Doesn't Add Up
18. I Don't Wanna Dance No More
19. One Star Shining
20. I'm Coming Home Again

Tracks 1-10 from Carole Bayer Sager, Elektra LP 7E-1100, 1977
Tracks 11-20 from ...Too, Elektra LP 6E-151, 1978

CD 2: Sometimes Late at Night (Boardwalk LP FW-37069, 1981)

1. Prologue/I Won't Break
2. Just Friends
3. Tell Her
4. Somebody's Been Lying
5. On the Way to the Sky
6. You and Me (We Wanted It All)
7. Sometimes Late At Night
8. Wild Again
9. Easy to Love Again
10. Stronger Than Before
11. You Don't Know Me (Reprise)