Bette Sussman was playing piano for "Lady Soul" Aretha Franklin the night she danced a memorable ballet to "A Natural Woman (You Make Me Feel Like)." The New York Friars Club was roasting Arista Record's head Clive Davis, and Franklin donned a pair of ballet shoes.

"She had like 10 serious ballet dancers with her, and she was serious as a heart attack, tutu and all," Sussman remembers. "It was really funny, and to this day, we don't know if she was trying to be funny. She was very serious."

Such is one highlight of a busy career that has spanned nearly three decades for Sussman, whose many talents include musical director, keyboard player, producer, writer, arranger and vocalist. She has performed and recorded with a Who's Who of international artists, done radio and television commercials and TV specials, and sat in with Paul Shaffer's band on The Late Show With David Letterman. This year she played "You've Lost That Lovin' Feelin" with the Righteous Brothers during the Rock and Roll Hall of Fame induction ceremonies. She also earned an Emmy in 2002 for her work on the television daytime show One Life to Live. Sussman is currently working as Bette Midler's musical director and will embark on her first major tour with the Divine Miss M later this year, tentatively called the "Kiss My Brass" tour. She's working up the arrangements and will start rehearsing with the band later this month. While on the road she'll play a custom blue Baldwin SF10 Grand.

Born and raised in Long Island, Sussman took up the piano at age 4 , inspired by her musical mother and her older sister Sue. She would listen to Sue practice and then sit at the piano and pick out what her sister had just played. Her mom realized she had a natural ability and signed her up for lessons. She studied classical music seriously until she finished high school, and then attended the Oberlin College Conservatory, leaving after the first year for the bright lights of New York City. It was there that she began to study with the late jazz pianist Sanford Gold.

"I had the good fortune to study with him for about three years," Sussman says. "He sort of universalized music for me and turned me in to a professional musician. I was an 18-year old student when I started with him, and I think he sort of molded me and guided me into that world."

She landed her first job as musical director at 19, working on a touring production of "Godspell." While playing the club scene in the Big Apple, producer Dick Wagner caught her performance and hooked her up with Tim Curry of "The Rocky Horror Picture Show" fame. She played on Curry's Fearless album and also embarked on her first major world tour with him.

The great gospel singer Cissy Houston was instrumental to her career. "I really got a gospel and R&B education playing with her, we used to play a lot and I got a lot of exposure playing with her," Sussman explains. Doors opened to her through her work with Houston, and she was musical director and piano player for gospel artists Sarah Dash and Esther Marrow. She was introduced to Patti Austin and ended up recording a live album with her from the Bottom Line in NYC. Pop diva Whitney Houston, Cissy's daughter, was singing backup in her mother's band before she got her record deal. Sussman later toured with Whitney for over 11 years and played on Houston's version of the Dolly Parton classic "I Will Always Love You" for The Bodyguard: Original Soundtrack Album. At the time it was released in 1992, it was a soundtrack phenomenon and has gone on to sell 17 million copies according to the Recording Industry Association of America.

Sussman met Midler through a mutual friend, composer Marc Shaiman, and says it was inevitable that the two of them would meet and work together. She's worked with Midler since 1999, but this is their first tour together. "I had sort of sworn off touring when I finished with Whitney [Houston] in '99, but I thought it would be kind of challenging and exciting to do a big tour with Bette, and it's going to be a pretty massive show," Sussman explains. "There's never a dull moment, she's incredible. I get to play all this amazing music with her, songs that were major hit records, and we're doing a bunch of new material for this show, which is really great."

Sussman has been writing music since she was in high school, and started to seriously pursue her craft when she moved to the Big Apple. She wants to make songwriting the focal point of her career when she comes off the road. She says she's inspired by great lyrics: "The music, to me, is created by the emotion of the lyric. I know how to relay an emotion with a chord, I know what sort of harmonic content I need to create a mood."

In her "free time," Sussman studies with jazz great Garry Dial to gain inspiration. She also plays with the Bev Leslies, a "greasy" soul and R&B band. "It is so much fun, it is nothing but fun. The players in the band are awesome, and the material that we do is awesome - it's not original, it's all old, kind of obscure tunes."

If fun is the hallmark of a life well led, the Divine Miss M is in good company with Sussman.