Welcome to another installment of Reissue Theory, where we take a look at notable albums and the reissues they may someday see.  Long before "Wind Beneath My Wings" and "From a Distance," Bette Midler was blazing a path like few others before or since with her blend of outrageous comedy, musical invention and pure showmanship.  Yet despite a treasure trove of unreleased material, Midler's platinum debut, The Divine Miss M, has never been expanded on CD.  What might such a reissue be like?

"One bathhouse. We played one bathhouse....No, it was only ever that one bathhouse."

So responded Barry Manilow earlier this month to Vanity Fair when queried whether he was nostalgic for the bathhouses he played in the early days of the 1970s as Bette Midler's musical director. But Manilow's stint playing for Midler at New York's Continental Baths has entered into show biz lore, as it launched not one, but two, superstar careers that endure to the present day. As Manilow explained, "[The Continental Baths] had a cabaret stage, and they hired me as the house piano player. They asked me, 'Hey, do you want to play piano here full-time?' And I was like 'Sure, why not?' I played with all of the acts that came through, all the singers. Bette was the best of them...so I stayed with her...She was fucking brilliant. I mean it. You never saw anything like it. It topped anything Lady Gaga is doing today. And she did it without any stage tricks or fancy effects. It was just Bette and me and a drummer." And while Manilow may sound hyperbolic, many reports at the time confirm his recollections.  Bette Midler was, and is, unquestionably an original.

Midler had played her first engagement at the Baths in August 1970, after she had already begun courting much larger stages with appearances on The David Frost Show, The Merv Griffin Show, and the biggest talk show of them all, Johnny Carson's Tonight Show. The girl from Hawaii who had played a lengthy run as Tzeitel in Broadway's Fiddler on the Roof and then a stint in the off-Broadway rock musical Salvation had her eyes on mainstream success. She was an instant smash with Carson on her first appearance of August 12, 1970; she began at the Baths two nights later and returned to the Tonight Show and its smitten host on August 31. Barry Manilow came into her life in late 1970 or early 1971; though exact dates are fuzzy, he became Midler's musical director by the time of the September 1971 stand at New York's Downstairs at the Upstairs cabaret. Though she had become the toast of New York and television with her boisterous, outrageous stage antics and wild reworkings of old standards, novelties and rock and roll tunes, Midler naturally desired to become a recording star. A 1969 demo session including her then-trademark take on Harry Akst and Grant Clark's 1929 "Am I Blue?" was shopped around but hadn't led anywhere. Perhaps her bawdy persona and eclectic repertoire simply couldn't be contained on vinyl?

That all changed with the release of 1972's The Divine Miss M on the Atlantic label. Though it received a remastered edition in 1995 and last month was reissued as an audiophile LP from Mobile Fidelity, the album has never been expanded on CD. Yet there a number of riches that still remain in the Atlantic vaults that paint a fuller picture of the hungry young performer, equal parts singer, actress and performance artist. Today's Reissue Theory imagines a 2-CD expanded edition of Midler's eclectic, electric debut.  Hit the jump for a story involving Todd Rundgren's Utopia, music legend Ahmet Ertegun, Philly soul architect Thom Bell, jazz guru Joel Dorn, Brill Building stalwart Doc Pomus, and of course, Barry Manilow and Bette Midler!

Doc Pomus had always been a stickler for authenticity.  The longtime bluesman and writer of "Save the Last Dance for Me" and "This Magic Moment" had little use for popular music in the mid-1960s.  But according to Pomus' biographer Alex Halberstadt, he listened to his friend John Leslie McFarland when the eccentric composer recommended he hear one Bette Midler.  "It's the same old shit," McFarland reportedly moaned, "except for this white chick named Midler.  She's gonna be a big fucking star."  Pomus and McFarland were spellbound by Midler's act, and before long, Doc was begging his old pal Ahmet Ertegun to take in a performance by Midler.  When Ertegun at first demurred, Pomus turned Joel Dorn onto her talent.  Meanwhile, Pomus had signed an agreement with Midler to become her musical director.  Here's where accounts differ, but one thing is clear.  By the time the dust settled, Ertegun had signed Midler to Atlantic Records with Dorn producing, and Doc Pomus was out of the picture.  Little did Dorn know that he would soon follow the legendary songwriter out the door.

Sessions began on January 17, 1972 for the album that would become The Divine Miss M.  Miss M was joined by Manilow on piano, guitar great David Spinozza, jazz bassist and CTI mainstay Ron Carter, plus Ray Lucas on drums and Ralph MacDonald on percussion.  When it came to assembling material, Dorn was able to draw on a vast collection of roughly 50 songs Midler was already performing regularly.  These ranged from Phil Spector hits ("Da Doo Ron Ron," "Uptown") to rockers ("Down on Me," "Honky Tonk Women") and standards ("That Lucky Old Sun," "Ten Cents a Dance.")  Midler wasn't about to be pigeonholed into one genre.

Virtually everything about The Divine Miss M would be unexpected, most especially its choice of cover versions.  Despite her brassy persona, the album would be surprisingly intimate.  Most radical was Midler's reworking of Bobby Freeman's "Do You Want to Dance?"  The Beach Boys had already recorded a high-energy cover version in 1965, but Midler slowed the song to a sensual, seductive crawl, breathily intoning each lyric.  Manilow arranged the rhythm track, and in the final crowning touch, Thom Bell (on the verge of a major breakthrough himself with Atlantic's newly-signed Spinners) was brought in to write horn and string arrangements for the song.  With Cissy Houston among those adding background vocals, Midler's sumptuous, sultry "Do You Want to Dance?" became the first track on the album and a calling card for the singer.

Then there was "Friends."  Buzzy Linhart first recorded the song, co-written with Moogy Klingman of Todd Rundgren's Utopia, for his 1971 album The Time to Live is Now.  Linhart took his song at a slow tempo, accompanied by the Ten Wheel Drive rhythm section.  Dorn's production of the song that would become Midler's theme was spare, with Bette making off-the-cuff comments, speaking some of the lyrics and generally having a good time.  It wound up opening the second side of The Divine Miss M, but the story of "Friends" wasn't quite over yet.

Between January and April, Midler and Dorn recorded an entire album's worth of material, much of it from contemporary songwriters: Leon Russell's "Superstar," Joni Mitchell's "For Free," Bob Dylan's "I Shall Be Released," John Prine's "Hello in There," and Alex Harvey and Larry Collins' "Delta Dawn."  Doc Pomus and Mort Shuman's "Teenager in Love," an audience-participation staple of Midler's live show at the time, was committed to tape along with an unusual version of the Andrews Sisters classic "Boogie Woogie Bugle Boy."  Unlike the dramatic re-arrangement of "Do You Want to Dance?," "Boogie Woogie" hewed closely to the original version, with Midler doing triple duty as Patty, Maxene and LaVerne and Atlantic "house arranger" Arif Mardin's horns as brassy as the singer herself.

Yet by April's end, Midler wasn't fully satisfied with the material recorded.  Neither was Ahmet Ertegun, the venerable head of Atlantic.  Manilow passed a bootleg recording of Midler's Carnegie Hall concert he had arranged to Ertegun.  Biographer George Mair quotes Manilow: "Ahmet Ertegun heard it and said, 'Yes, that's what missing from the album.  Can you fix it?'  And I said I'd try.  We went back to the recording studio and ended up rewriting nine songs.  The album came out half produced by me and half by Joel Dorn."

Manilow returned to the studio, in the producer's chair alongside Ertegun and Geoffrey Haslam.  Dorn's productions for "Do You Want to Dance?," "Am I Blue," "Friends," "Boogie Woogie Bugle Boy" and "Hello In There" were left untouched.  Midler's reading of John Prine's heartbreakingly bleak song remains one of her finest performances.  Manilow and a new rhythm section (Michael Federal, Dickie Frank and Kevin Ellman, also of Utopia) re-recorded "Superstar," "Chapel of Love," "Delta Dawn" and Jeff Kent's "Daytime Hustler."  Other songs were discarded.  "Leader of the Pack" was brought into the sessions.

Most notable was a second version of "Friends."  Manilow knew Midler's strengths, and his arrangement of "Friends" hit the sweet spot.  He joined in on harmony vocals along with his friend Melissa Manchester, and the song builds to a crescendo in a way it never does on the Dorn version.  Though more polished than her original, Midler still showed her playful side on the effervescent track.  In an odd but effective move, both recordings were included on The Divine Miss M, and the second was released as a single.  "Friends" remains a Midler classic, and its co-writer Buzzy Linhart has reflected that his universal song about the simplest of ideas ("You've got to have friends!") took on a new meaning after the AIDS epidemic ("I had some friends but they're gone/Someone came and took them away") especially when sung by Midler, providing relief to those who had lost loved ones to the disease.

The Divine Miss M was finally released in November 1972, reaching No. 9 on the Billboard album chart and eventually going platinum.  It spawned three consecutive hits, "Do You Want to Dance?," "Boogie Woogie Bugle Boy" and "Friends."  Robert Christgau of Rolling Stone reflected years later that "three 'oldies' and two 'standards' interspersed with five contemporary titles - conceptually, it seems pretty normal, a cover album Cyndi Lauper or Bryan Adams might try.  But in 1972 The Divine Miss M was an outrageous assertion of taste."  Jon Landau, writing at the time for the magazine, felt that the album "proves Miss M to be one hell of a talent," correctly pointing out that "Midler sings too much rock to be considered a cabaret singer and too much pop to be considered a rock singer.  She doesn't write them, but she sure can pick them."  Midler had brought the various strains of her personality together on the LP, with some critics pointing out that she had successfully incorporated elements of both a gay sensibility and a feminist one.  But above all, The Divine Miss M is a triumph of good taste in songwriting and performance.  That's a bit ironic, however; her raunchy, flamboyant stage act exults in bad taste, by Miss M's own admission!

Our Expanded Edition includes the original The Divine Miss M LP as Disc One, appended by the single mixes of "Do You Want to Dance?," "Boogie Woogie Bugle Boy" and "Friends."  For our second disc, we round up the still-unreleased material produced by Joel Dorn in the early days of the album sessions.  Two of the Dorn-produced songs, "Old Cape Cod" and "Marahuana," were recycled for Midler's third LP, Songs for the New Depression.  (Through album producer Moogy Klingman, Todd Rundgren contributed guitars and backing vocals to the 1976 LP which also featured a duet between Midler and Bob Dylan on Dylan's own "Buckets of Rain."  While it has to be heard to be believed, it's been said that Dylan reportedly wished to duet instead on a new version of "Friends."  Wiser heads prevailed.)  We've included the original mixes here.  As was common in those days, the Quadraphonic mix of The Divine Miss M featured alternate instrumentation and vocals, and different edits than its stereo counterpart.  We've included the two most notably different songs from the quad mix, "Delta Dawn" and "Do You Want to Dance?" although the entire quad mix deserves to be released on DVD form as part of Rhino's Quadradisc series!  (Are you reading, Rhinos?)  We've also included "Boogie Woogie Bugle Boy" in its stereo single mix.  Lastly, we've included four of the early Dorn recordings that were supplanted by Manilow's later versions for the final album.

Riding the success of the album, Manilow returned to co-produce (with Arif Mardin) Midler's self-titled follow-up, which was released one year and one week after The Divine Miss M.  Bette Midler followed the same formula as its predecessor but Manilow smoothed out the questions of the singer's identity by placing the torch songs on the first side and the boisterous, campy material on the second.  Though the album reached No. 6, lead-off single "In the Mood" failed to hit, despite echoes of "Boogie Woogie Bugle Boy."  Bette Midler, too, could potentially be expanded by the addition of 15+ known outtakes.

By the time of the release of Bette Midler, Barry Manilow was already off and running with his own recording career, even covering "Friends" on his own self-titled debut for Arista.  After "Mandy" and October 1974's Barry Manilow II, though, he no longer needed to play piano to pay the bills.  He and Midler didn't reunite professionally until 1988.  That was the year of Oliver and Company, an animated feature from Walt Disney Pictures with Bette as the voice of pampered poodle Georgette.  Manilow was called on to contribute a song, and "Perfect Isn't Easy" marked his reunion with The Divine Miss M.  In 2003, they reteamed once more for their first full-length project together in thirty years.  Bette Midler Sings the Rosemary Clooney Songbook was a surprise hit, and so it was followed in 2005 by a similar set devoted to Peggy Lee.  Rumors abounded of a Laura Nyro tribute, but nothing has materialized.  (This project would seemingly be the most fitting; Midler included Nyro songs in her early stage acts, and the writer of "Stoney End" and "Wedding Bell Blues" remains one of the biggest influences on Manilow's style, especially in his formative years.)  Manilow has drawn on his early experiences on the road to fame for his new LP 15 Minutes.

Without further ado, we present our hypothetical expanded edition of The Divine Miss M!  Let the divine madness begin.

Bette Midler, The Divine Miss M: Expanded Edition (Atlantic LP 7238, 1972 - reissued Rhino/Atlantic, 2011)

Disc 1: The Original Album - Plus Singles

1. Do You Want to Dance?
2. Superstar
3. Chapel of Love
4. Daytime Hustler
5. Am I Blue
6. Friends
7. Hello in There
8. Leader of the Pack
9. Delta Dawn
10. Boogie Woogie Bugle Boy
11. Friends
12. Do You Want to Dance? (Single Version) (Atlantic single 2928, 1973)
13. Boogie Woogie Bugle Boy (Stereo Single Version) (Atlantic single 2964, 1973)
14. Friends (Single Version) (Atlantic single 2980, 1973)

Disc 2: Outtakes and More

1. For Free
2. He Was Too Good to Me
3. Empty Bed Blues
4. Mr. Freedom and I
5. I Shall Be Released
6. Teenager in Love
7. Old Cape Cod (Original Joel Dorn Mix)
8. Marahuana (Original Joel Dorn Mix)
9. Do You Want to Dance (Longer Quad Mix)
10. Delta Dawn (Longer Quad Mix)
11. Chapel of Love (Early Take - Recorded 1/17 & 18, 1972)
12. Daytime Hustler (Early Take - Recorded 1/17 & 18, 1972)
13. Delta Dawn (Early Take - Recorded 4/12/72 - Strings Version)
14. Superstar (Early Take - Recorded 1/19/72)

Tracks 1-8, 11-14 previously unreleased
Tracks 9-10 released on Atlantic QD-7238, 1972