After the death of singer Rosemary Clooney in the summer of 2002, Manilow claims to have had a dream that he would produce a tribute album and Midler would be the singer on the album. In the liner notes, Midler writes, "When Barry approached me ("I had this dream!") about recording an album of Rosemary's standards, I was excited, but apprehensive. I wanted to be respectful, but I felt we had to find something new to say as well, and in these (mostly) new arrangements...I believe we have."
Bette Midler Sings the Rosemary Clooney Songbook was Midler's first album with Columbia Records after being dropped by Warner Bros. in 2001 for declining record sales. The album peaked at #14 on The Billboard 200 with 71,000 copies sold in its initial week of release, and been certified Gold by the RIAA. (As of August 2005, the album had sold 721,000 copies in the United States, according to Nielsen SoundScan). It was followed up with Bette Midler Sings the Peggy Lee Songbook, which was somewhat less successful.