"I love playing the villain, it's really broad strokes," said Midler. "It's a chance to be to pretend you can dominate the world -- always a pleasure."
It's also a pleasure to try something new because a film like this is a far cry from the Midler you might see performing live on stage.
"I so enjoy it because it's such a change from hair and makeup," said Midler. "When you are putting on costumes you think, 'Oh, am I too fat? Am I too thin? Are they going to like me? Will they love me, will they hate me?' The stresses are completely different."
The family-friendly movie also sees Nick Nolte step behind the microphone, along with Neil Patrick Harris. And Sean Hayes returns as the fan favorite, "Mr. Tinkles."
James Marsden plays a dog who's been recruited to be part of a canine-spy network.
"It's fun. It used to be that a kids movie is a kids movie and now it's like a movie for everyone," said Marsden. "They're actually really well made films with really, you know, complex story lines."
And Christina Applegate is the feline nemesis he must join forces with in order to save the world.
"I think escapism is the key to everything," said Applegate. "I find myself much more attracted to seeing movies like that. I'm not even going to say what they are because they're our competition right now, but I really want to go see them. That's what I really enjoy at this point in my life. This one is unique and different so you will want to go see this one. "
"Cats & Dogs: The Revenge of Kitty Galore" opens Friday and is rated-PG.