Bette Midler Sings The Rosemary Clooney Songbook is the title of the Divine Miss M's latest album.

So you can understand why Midler might be horrified to find herself competing against the late, great Clooney, who died in 2002, at this year's Grammys.

In an unfortunate coincidence, Midler's disc and Clooney's The Last Concert are vying for best traditional pop album at the Feb. 8 Grammy ceremony in L.A.

"I think it's appalling," says Midler, 58, in an exclusive chat with The Sun before next Monday night's arrival of her Kiss My Brass Tour at the Air Canada Centre.

"I'm so embarrassed. You know, what I think I'll do is try to get out of it, because I'd much rather that she won. I'd much rather the original was rewarded than the copy. It's not really right. ... Maybe I can withdraw or something because I don't want to compete with Rosemary. It's not done. It's just bad form."

Midler had the chance to meet Clooney back in the '80s when the singing legend was performing "in the big room," at the Fairmont Hotel in San Francisco.

"I fell in love with her because she was so kind," says Midler. "Lots of times when you meet people in show business, they're really mean. And she was not mean. She didn't have a mean bone in her body. She was someone who welcomed you in and you were part of the party. She was glad you showed up. It was really remarkable.

"Now I understand, after talking to people who knew her family very well, that her whole family is like that. That must have been completely so fantastic. My family wasn't like that at all. So to be with her and to be in her embrace was really a welcoming thing. "

The idea for Midler's Clooney tribute album came about when Midler was approached by her original piano accompanist, Barry Manilow. (He also produced her first two albums -- 1972's The Divine Miss M and 1973's Bette Midler.)

Manilow apparently had a dream about the concept, but the two music stars hadn't worked together in 30 years.

And why not?

"We hate each other's guts!" Midler jokes before adding: "No, we're like the battling Bickersons. We would just bicker, bicker, bicker, and nitpick and pick each other to death about this arrangement, and these songs, and nyeh, nyeh, nyeh. Although when we were on the road together, we used to have so much fun."

Turns out there were some other issues, too, on Midler's part.

"He's had a fabulous career, which I resented him terribly for. I wanted him to stay with me because he was so great," she says. "And then when he left me, I thought, 'Oh, my God, what am I going to do?' And I did meet some wonderful people, but I always missed him because I really treasured him. I was never jealous, but I was always kind of annoyed."

While Midler does sing a couple of Clooney songs in her current show, she says her latest roadtrip is not designed to promote the tribute album.

Instead, the major production was inspired by turn-of-the century Coney Island, specifically Luna Park.

"It's really the prettiest show I've ever done," says the New Jersey-born, Hawaii-raised Midler. "It's all about light bulbs and architecture and the things that happen in amusement parks ... It's really just a setting for us to sing these songs and to quote poetry and make people laugh and just generally lift their spirits.

"Winter is dark and the world condition is fairly dark. And so it's really just a little light bulb. I'm lighting my match instead of cursing the darkness."