This was Bette Midler's first starring role in a film and she finally showed the world what a great talent she is. This story is very loosely based on Janis Joplin and it takes place (Supposedly) in 1969. Midler is a famous rock n' roll diva Mary Rose Foster and she's known just as "Rose". She's burnt out and lonely but is kept working by her gruff manager/promoter Rudge Campbell (Alan Bates) who supplies her with shots of adrenalin to keep her going. Rose is an alcoholic and a former drug user and she has a tough past from growing up in Florida. This past haunts her and she keeps talking about showing everyone from there how she has made it. After a country singing star named Billy Ray (Harry Dean Stanton) orders her to never sing one of his songs again and ridicules her morals Rose is furious. She takes off with a limo driver named Huston Dyer (Frederic Forrest) and starts a romance with him. Rudge thinks Huston is just another hanger on but Rose thinks she has finally met her true love. Huston tells her that he's actually AWOL from the army and she tells him of her past in Florida. They have a rocky relationship and Rose meets an Army PFC named Mal (David Keith) who tags along on the tour. This film is directed by Mark Rydell who went on to direct "On Golden Pond" and one thing he has shown in both films is complete trust in his actors. There is very little structure to this film and its mainly just a showcase for Midler. Without her dynamite performance this would have been one of the biggest duds in history. Give Rydell credit for a good eye in giving Midler the opportunity. The film consists of two types of scenes. The concert footage that shows Midler's tremendous voice and stage presence, and the scenes where she's on the verge of a nervous breakdown and the inability to exist in the real world. Its very rare to see an unknown explode on screen like this. Midler is nothing short of riveting and astonishing. Her character is so dark and bleak that an actress of lesser strength would have gave out but Midler has so much energy that she appears tireless. The films cinematographer is the great Vilmos Zsigmond and over 90% of the scenes are either at night or in low lit rooms. This gives the film the dark and bleak look that epitomizes Rose's personality and future. Forrest as Huston is also excellent. Aside from "Apocalypse Now" this was his finest performance and the two of them have real chemistry on screen. Forrest spent most of his career playing hardnoses or heavies but here he plays a real normal guy who is at odds with himself and if he should remain with the always drunken Rose. The film does go way too long and some of the scenes are pointless. It seemed irrelevant when a former lesbian lover pops up out of nowhere and Rose and Huston have a big fight. This part of the film could have been edited out completely as it serves no purpose. Ponderous handling of the material by Rydell but with Midler's gut wrenching performance it becomes a film that is ultimately unforgettable.