What Matters Most—Barbra Streisand Sings The Lyrics of Alan And Marilyn Bergman (2011)

Catalog Number:

[Below: Deluxe Edition CD cover and back cover are shown.]

What Matters Most cover

BELOW: Starbucks Version (in store)

Starbucks cover and back cover


What Matters Most CD
  1. The Windmills Of Your Mind (M. Legrand)
  2. Something New In My Life (M. Legrand)
  3. Solitary Moon (J. Mandel)
  4. Nice n Easy (L. Spence)
  5. Alone In The World (J. Goldsmith)
  6. So Many Stars (S. Mendes) *
  7. The Same Hello, The Same Goodbye (J. Williams)
  8. That Face (L. Spence & A. Bergman)
  9. I'll Never Say Goodbye (D. Shire)
  10. What Matters Most (D. Grusin)

* “Thanks to Claudia Brandt and Dory Caymmi for their help with the Portuguese translation.

The Deluxe Edition contains a second CD of previously-released Streisand/Bergman songs:

  1. The Way We Were
  2. What Are You Doing The Rest Of Your Life?
  3. You Don't Bring Me Flowers
  4. Papa, Can You Hear Me?
  5. Pieces Of Dreams
  6. The Island
  7. The Summer Knows
  8. How Do You Keep The Music Playing?
  9. After The Rain
  10. A Piece Of Sky

About the Album

Scenes from DVD

QVC DVD cover

The incomparable Barbra Streisand's long-cherished desire to release an album of music with lyrics exclusively written by her collaborators and friends, Alan and Marilyn Bergman, will be achieved with her latest release What Matters Most- Barbra Streisand Sings the Lyrics of Alan and Marilyn Bergman for Columbia Records.

Reflecting on her long-held desire to devote an entire album to the amazingly varied and consistently inspired music of the Bergmans, Streisand noted, “Alan and Marilyn Bergman have a remarkable gift for expressing affairs of the heart.”

The affection and respect between lyricists and artist is quite wonderful. “When we write a song, we hear Barbra,” said lyricists Alan and Marilyn Bergman. “She makes the connection from the heart to the mind, and it emerges through her voice.”

The new album, which Streisand personally produced, is comprised of ten Bergman songs which Streisand has never previously recorded. The CD was packaged in a jewel box with a 24-page color booklet.

(Above: Streisand in the 20th Century-Fox Newman Scoring Stage, recording the album.)

Marilyn Bergman told the L.A. Times that “We didn't send her everything, we culled through. There were songs we dreamed one day she would sing. There were some she chose and many that didn't make the cut.”

“I sit right outside the recording booth so she can see me cry,” Marilyn confessed, “because it is the litmus test [of a song] if Marilyn is crying.”

About The Songs ...

“The Windmills of Your Mind,” originally performed by Noel Harrison for the 1968 film The Thomas Crown Affair, has music by Michel Legrand and English lyrics by Alan Bergman and Marilyn Bergman.

Michel Legrand also wrote the music for “Something New In My Life,” which is the theme song from the 1984 movie Micki and Maude which starred Dudley Moore, Micki Salinger and Amy Irving. Stephen Bishop sang the song for the film, and Johnny Mathis has previously recorded it, too.

Streisand reunites with composer Johnny Mandel for “Solitary Moon,” previously recorded by Shirley Horn and Mathis.

Frank Sinatra was the first to record the Lew Spence/Bergman tune, “Nice n Easy” on his 1960 same-titled album. This song was one of the Bergman's first hits.

Film composer Jerry Goldsmith wrote the song “Alone In The World ” for the 1990 film, The Russia House with Sean Connery and Michelle Pfeiffer. Patti Austin sang the song on the film's soundtrack album.

“So Many Stars” appeared on Sergio Mendes' 1968 album Look Around. It was sung by Lani Hall with a lush arrangement by Dave Grusin.

The Bergmans and composer John Williams wrote the song “The Same Hello, The Same Goodbye” for Frank Sinatra, who intended to record it but did not.

(Below: In the studio, John Williams—left—sits with the Bergmans and listens to Streisand record his song.)

Williams listens to Barbra record his song

Streisand fans have heard her sing an excerpt of “That Face” on her 1966 television special, Color Me Barbra. Here, she turns in an amazing, uptempo performance of the song that Alan Bergman wrote as an engagement song for Marilyn. Bergman and Lew Spence took the song to Fred Astaire. Alan Bergman recalled, “He listened and said, ‘I’m going to record this song!’ He owned a record label, Ava, named for his daughter. And he recorded it! So, I took the dub home to Marilyn, and said, ‘Will you marry me?’ Luckily she did.”

David Shire (“Starting Here, Starting Now”) was nominated for an Oscar for “The Promise (I'll Never Say Goodbye)” from the 1979 motion picture The Promise. Streisand sang this live at the 2011 MusiCares Person of the Year concert.

The final and title song, “What Matters Most,” comes from another 1979 movie starring Jon Voight and Ricky Schroder—the boxing tear-jerker, The Champ.

Barbra Streisand filmed a short video for the album that was hosted by Elle Magazine (below).

Liner Notes


Alan and Marilyn Bergman have a remarkable gift for expressing affairs of the heart. To give you some idea as to how much I admire their lyrics, I’ve already recorded 51 of their songs ... and with this new collection it will be 63!

I met Alan and Marilyn when I was about 18 years old. They were young writers who had come to the attention of Funny Girl and Gypsy composer Jule Styne. He was set to produce a Broadway show they’d written with composer Sammy Fain titled Something More! After a long day of auditioning singers, Jule encouraged them to check out this new “kid” who was playing nightly at The Bon Soir. They came... we met... and that is essentially how our love affair began.

I started out as an actress. When I couldn't get work I began to sing as a way of supporting myself, but I always approached each song as an actress first. Many of Alan and Marilyn’s songs are written for motion pictures, which is why their lyrics are so often character driven. Like a script, their writing gives the actress in me something to interpret. Many of their songs are like miniature three-act plays, which begin with a question and then resolve with a deeper understanding.

The subject they most often turn to is love, in all its guises. They truly understand the complex interaction of relationships — logical, illogical, challenging, passionate, sometimes disappointing, often enduring, but always interesting.

With so many love songs registered in the ASCAP catalog, one might ask, “How many more ways are there left to say, ‘I love you?’” Alan and Marilyn have found them. They have a great respect for the craft of songwriting and a fascination with both the meaning and texture of language. For someone who sings, their words and phrases always seem to land on the right notes...and that's by design not happenstance. Their lyrics have a poetic grace that's completely unique.

The most essential ingredient that makes Alan and Marilyn such consistently superb collaborators, is that they are truly in love. Their spectacular marriage gives their lyrics an authenticity, making them both deeply personal, and at the same time, completely universal.

Of course, I couldn’t sing their words if they weren't connected to such gorgeous melodies. Alan and Marilyn have always had impeccable taste when it comes to finding just the right collaborators — as you can tell by the composers whose songs are on this album — Jerry Goldsmith, Dave Grusin, Johnny Mandel, David Shire, John Williams, Lew Spence and of course our long time collaborator Michel Legrand.

The main reason |’ve made this album is that I want to thank Alan and Marilyn for a lifetime of love. Not only have they provided me with many beautiful songs to sing, but also as important, they've nurtured my soul and spirit. Ours has been a friendship of many shared passions about life, love, music and art... truth, justice and beauty. We've crusaded for a multitude of social, political and environmental causes together, because we deeply care about the state of the world. We’ve shared more delicious meals than I can remember... many cooked by Marilyn herself.

So to my dear Alan and Marilyn, l ask, “Can it really be decades since we first met?” It went by so fast... but I'm very happy that you and your magical words came into my life and equally happy you let me come into yours.

With Love,

Barbra Joan


To hear Barbra’s voice in our minds, to imagine her singing what we write as we write always inspires us as we try to create something worthy of her great artistry.

She always gets exactly what we mean in a lyric. And more. The actor that she is, the director that she is, the singer that she is gets it. And more. Shadings, feelings, nuances emerge that never fail to surprise and thrill us.

How do you sing a question mark? A smile? How do you sing the text and sub-text of a song while never sacrificing musicality for meaning or meaning for musicality? Never choosing style over substance or substance over style?

To hear Barbra sing a song we've written is to know why we chose to become writers.

She was 18 years old when we first saw her. Appearing at a club in New York’s Greenwich Village. She stepped on the small stage in an outfit of her own creation: a full-sleeved white chiffon blouse, a vest and long skirt of menswear herringbone. An original. Everything about her was original. Then she sang, “My Name ls Barbara” (a song of Leonard Bernstein’s). The sound of her was unique. The beauty of her was unique. Everything was within her and before her.

We met backstage that first night. She had a tiny dressing room which she shared with Phyllis Diller (who was the headliner). One of us asked, “Do you know how wonderful you are?” She didn’t answer, but she had to know. No one can be that wonderful and not know! That was over 50 years ago. We've never been out of each other’s lives since then.

Two years ago the Academy of Motion Picture Arts and Sciences had an evening in tribute to us. Quincy Jones was the host. Many friends and colleagues took part in it. Michel Legrand came from Paris. Dave Grusin came from Santa Fe. John Williams from Boston, Marvin Hamlisch from New York, and Barbra.

Knowing how she dislikes appearing in front of a lot of people, we were all the more appreciative of her participation. And when she said, “My next album is going to be a tribute to you guys,” we were speechless.

Not too long after, she began thinking about what songs she would include. She knew she wanted to do songs that she’d never sung before. She asked us to make a list for her consideration. Then her work of selecting, conceptualizing, singing began. Perhaps unconsciously, creating a dramatic context for herself for each song, as an actress would for a character or a scene.

With the brilliant orchestrator Bill Ross, the arrangement, the musical environment for each song was decided upon. Then came the most focused, careful work at her recording space which she calls “Grandma's House”— a small cottage on the grounds of her Malibu home. Rehearsing, discovering the songs.

We've been so blessed with wonderful melodies from great composers. Choosing between them couldn’t be easy. Many were necessarily eliminated on the way to selecting the ten that would make the CD.

Finally, the day of the first session arrives. The eponymous Streisand Scoring Stage at Sony Studios is filled with Hollywood's finest musicians. The familiar sounds of setting up, tuning up and chatter in anticipation of the first downbeat and Barbra's arrival. She walks into the studio and the air changes. Bill Ross steps onto the podium. The room quiets. There's excitement mixed with respect. It is always an event when Barbra Streisand sings — even for these musicians who have heard them all.

She listens as the orchestra runs down the first song. A whispered moment with Bill and then she walks swiftly into the recording booth, puts her headset on and sings.

After the take, the orchestra responds spontaneously. They know we’ve all just heard a singer at the peak of her artistry. Marty and Jay in the control room, smile and nod their appreciation. (A lyric writer or two have been known to cry!) She will make suggestions to Bill before the next take. They both know how to make it better. And that’s what it's about, making it better. These are artists at the top of their game with the same goal: getting it as close to perfect as possible. And so it goes. She did four songs that first day. And five the next session, several weeks later.

On the way home in the car, she begins the next phase of her work — listening. She remembers every detail of every take. No detail is too small. Making it better...and better and better. Until she finally has to let it go.

How many times have we experienced that rare alchemy of words, music, Barbra? It's always as if it were the first time. And now this CD. How to put into words what we feel when we listen to it? Perhaps if there were a melody, we could find the words. It would certainly be a love song.

“Do you know how wonderful you are?”

It was just over 50 years ago that we met. 50 years of working together, playing together, sharing holidays, birthdays, quiet times. Some sad, mostly happy. The world has changed around us, but our love for each other is a constant. Clearly, she is our muse. Sometimes daughter. Sometimes sister. Always beloved friend.

The three of us were born in the same Brooklyn hospital. Years apart. How fortunate we are to be alive at the same time.

Alan and Marilyn


January 14, 2011
The Barbra Streisand Scoring Stage — Sony Pictures, Culver City, CA

It's exactly 3pm and as Marty knows, time is money ... even when the studio is named in your client’s honor ... so he paces while the orchestra settles in. Finally, Dave says, “‘Windmills Of Your Mind’ Take 1”— Barbra checks her lyric sheet...looks through the vocal booth window at her long time arranger Bill Ross, and says “Ok, Bill? Ready, get set, go”... then with calibrated fragility she begins singing the Oscar winning song a cappella. “Round...like a circle in a spiral...like a wheel within a wheel...” |t’s a high wire act, holding perfect pitch for an entire verse. Since she never acquired the habit of running scales, Take 1 is usually considered the warm-up track, but it's a remarkably good one. It has the element of surprise...a great star singing a great song, her voice completely exposed without instrumental accompaniment.

As the second verse begins, the orchestra literally melts into place underneath her haunting vocal. Everyone in the control room slightly exhales as apprehension gives way to confidence ... secure in the feeling that this unique arrangement and this singular artist are a perfect match. Take 2 is also good. Take 3 has a slightly different feel — not something you can immediately put your finger on...just different. Take 4 begins and it's magic time...the sound of pure Barbra.

“...Like the circles that you find, in the windmills of your mind.” As the song concludes, all the preparation, the late night five-alarm fire drills that accompany every large-scale production seem worth the effort...a palpable reminder of why each of us wanted to get into this crazy business in the first place. Barbra, who is also producing the album, issues an understated verdict which only hints at her own satisfaction, “I think that was it...very nice everyone...lovely playing!”

March 23, 2011

The Streisand Scoring Stage is booked solid, so we're away from “home” recording at the 20th Century Fox-Newman Scoring Stage. We've booked an ambitious “doubleheader,” back-to-back sessions for five songs. Seated at the console, Barbra swivels her producer's chair around and says to Alan, Marilyn and Marty, “This is just like the old days, remember? We'd make the whole album in a week.” Marty corrects her, “Three days.” (Just for the record, The Barbra Streisand Album was recorded January 23-25, 1963. The entire budget was a whopping $18,000).

The first song up is a rather obscure gem titled “The Same Hello, The Same Goodbye” written with Oscar winner John Williams. Ten minutes before the downbeat, a young intern hesitantly walks up to Barbra, Marty and me with a notepad in her hand. Very carefully, she reads the message written down only moments before, “Steven Spielberg says he's in the studio next door...(long pause)...and is wondering if he could poke his head in sometime later today.” Generally speaking, a Streisand session is a “closed set” but such is her affection for the acclaimed director that she readily makes an exception.

Ten minutes later, Barbra is back in the vocal booth. Adjusting her headphones, she takes a sip of tea, looks up and gives Bill the ready signal. He raises his baton...and as the piano intro begins, in walks Steven Spielberg. Barbra is unaware of his arrival. The music continues and she delivers a splendid first take performance, after which she says, “That was a good start...I’m really just learning the song...let’s try it again, ok?” After a moment of thought she adds, “Bill, do you think we should make it a titch faster this time?” She peers into the dimly lit control room looking for Alan and Marilyn's opinion on the tempo, and for the first time notices her friend. “Steven, you're here! We just need to do this once ... maybe twice more ... are you ok for time?” The engineer presses the talkback button and Spielberg responds, “For you Barbra... yes, all the time in the world!”

As Take 2 begins, I tell Steven that Alan and Marilyn wrote this song with his favorite composer, John Williams. “It’s actually the first song of his she's ever recorded.” Like a kid receiving some secret information, he whispers back, “That's fantastic!” then says with a twinkle in his eye, “John is actually working in the mixing studio right next door. We’re working on my new movie ... I know he'd be thrilled to hear her singing this.” Marty responds, “lt’s beshert (Yiddish for “it was meant to be”) but she may only do one more take after this.” With that, Spielberg dashes out of the control room and faster than you can say “Indiana Jones,” returns with the famed composer in tow.

Barbra removes her headphones and enters the control room. The two filmmakers greet each other warmly with big hugs and then Steven introduces Barbra to Maestro Williams. Without missing a beat, she draws Bill Ross into the conversation and says, “John, you know Bill...l'm so glad you're here...there’s a funny chord in the first verse...I'm not sure what it's supposed to be...what am I supposed to be singing ... should I stay on the same note...could you and Bill just take a quick look at it?” Then the artist, composer and arranger walk over to the piano. Williams sits down and quickly ascertains the problem — the wrong note has been inserted into the sheet music. He looks up from the keyboard and with a smile in his voice says, “I woke up this morning, had breakfast, came to the studio...and then Barbra Streisand put me to work!”

March 30, 2011

The crinkling sound of sheet music...the squeak of a folding metal chair...the engineer says, “This is ‘Nice 'n' Easy’ Take 4”—Conductor Pat Williams whispers, “...a 1 and 2 and 3 and 4 and...” the orchestra starts again...sweet and slow. With a few calming breaths, Barbra closes her eyes taking in their lush sound...then stepping up to the mic, she purrs the first few lines of the song “Let’s take it nice ‘n’ easy...it’s gonna be so easy...” Whereas Frank Sinatra's original version of this standard has tempo from the start, Barbra’s late-last-night revelation was that hers should begin as a romantic ballad for the first half, then ramp up-to-speed midway through. Such is the innate genius of both artists to each find their own approach and separate meaning, singing exactly the same lyrics.

As the song's gentle swing takes hold, Barbra’s vocal booth momentarily becomes a time machine transporting her back to Columbia Studio A, New York, circa 1963. You can almost imagine record producer Mike Berniker slating “‘Down With Love’ — key of E.” All the early qualities that first made her a hit in the Village... then on Broadway... then in the movies... are evident in her voice and body language — the iconic profile in half-light, the outstretched fingers caressing each word as they float through the air.

While the engineers diligently focus on their dials and meters, Alan and Marilyn sit quietly behind them, holding hands and willing Barbra's performance forward. Hanging onto her every phrase, their facial expressions suggest they too are half living in the moment and half recalling the time when they first wrote this standard. In 1960 they'd been married two years... now they've passed the half-century mark.

I've heard it said, “it takes a lifetime to learn how to live.” Alan and Marilyn's lyrics reflect their combined wisdom, gleaned over a remarkable lifetime of shared love and art. Barbra’s unparalleled artistry — a combination of innate intelligence and deep emotion, imbues their words with the kind of pixie dust that allows them to lift off the page...into the microphone...out through the speakers...and straight to the heart.

Mixing starts tomorrow at Grandma's House.

Jay Landers
Culver City, CA

Billboard Charts

The Billboard 200 is a ranking of the 200 highest-selling music albums in the United States, published weekly by Billboard magazine.

Here's the numbers for this Streisand album:

Note: The record company must submit an album to the Recording Industry Association of America (RIAA) where it undergoes a certification process to become eligible for an award. The process entails an independent sales audit, which calculates the quantity of singles or albums shipped for sale, net after returns. The audit surveys shipments to the entire music marketplace, including retail, record clubs, television sales, Internet orders and other ancillary markets. Based on the certification of these shipments, a title is awarded Gold, Platinum, Multi-Platinum or Diamond status. The data here comes directly from official sources, mainly the RIAA online database.

Grammy Nominations

What Matters Most was nominated for Best Traditional Pop Vocal Album. Bill Ross's arrangement of “The Windmills of My Mind” was nominated for Best Instrumental Arrangement Accompanying Vocalist(s).


<-- Previous Streisand Album

Next Streisand Album -->

Related Pages:

[ top of page ]