"An earthy mix of blues, R&B, and '40s boogie-woogie" is how Bill Carpenter describes Bette Midler's second album, a strangely elaborate transition containing some of the elements which made The Divine Miss M so divine. The album features superb production from her former piano player, Barry Manilow, and the man who would help craft 1979's disco effort, Thighs and Whispers, Arif Mardin. The result is a solid album without the Top 40 fascinations of "Do You Wanna Dance?," Buzzy Linhart /Mark "Moogy" Klingman's "Friends," or "Boogie Woogie Bugle Boy." Rather than focus on a hit the way Clive Davis helped Manilow go to number one with "Mandy" in 1974, this big cast concentrates on being artistic, and on that level, Bette Midler works. No, she isn't Shirley Bassey or Eartha Kitt, but material from Hoagy Carmichael and Johnny Mercer, Kurt Weill, and Bertolt Brecht, along with a dash of Bob Dylan, really covers the gamut. Where Midler could excel is with the girl group stuff, touched upon on The Divine Miss M. The medley of "Uptown" and "Da Doo Run Run" is fun, but lacking the satisfying elements Phil Spector jammed into his 45s. Midler really needed to go for it here, an explosive remake of "He's a Rebel" or "Da Doo Run Run" would have been appropriate for 1973, not something that sounds like it was recorded during a live performance at the Continental Baths. It's literally a cast of thousands; Bernard "Pretty" Purdie, Steve Gadd, and Luther Rix are just some of the drummers and guitarists Cornell Dupree and Hugh McCracken are onboard, as are Kenny Ascher, Don Grolnick, and Barry Manilow on keys, just to name a few. The talent was all lined up, and the music is immaculate, but there is no concentration on returning to the singles charts. "I Shall Be Released" as recorded here is just perfect for an album with a whisper of gospel, but still holds something back. A choir of voices and a production like Melanie Safka's "Lay Down" would have broken this wide open on radio. It wasn't until Mardin produced "Married Men" six years later on the Thighs and Whispers album that Midler would return to contemporary radio, and like "Friends," her hit from 1973, "Married Men" only lingered at the bottom rung of the Top 40 charts. Great vocals, great musicianship, but no focus for radio action. Rita Coolidge took Jackie Wilson's "Higher & Higher" Top Three in 1977, and Bette Midler ends the album with a marvelous version of that four years before Coolidge. The trouble is, it's all so artsy. It's a beautiful record ignoring the need to match the success of her first two singles, and in a world driven by radio, where timing is everything, the question to this day remains -- why? There's an excellent version of Johnny Mercer's "Drinking Again" which Rod Stewart had cut with the Jeff Beck Group; it's a song that should have dominated '70s radio which says, perhaps, the producers were being too careful for this record's own good.
AllMusic Review by Joe Viglione