Unlike your average garden-variety sleeptalker, whose utterings rarely go beyond a few indistinct words here and there or perhaps the occasional semi-coherent mumbled sentence, Dion McGregor actually dreams out loud, verbalizing fully-realized miniature dramas of the subconscious. His clear articulation is underscored by the noises of the New York City street traffic below his open second-storey window. The somniloquies of Dion McGregor are among the damnedest sounds you'll ever hear.

In one sense, Dion McGregor's dreams are not really all that different from those of us mortals. Like ours, the premises of his dreams are unearthly takes on real-life events and thoughts, their plots prone to labyrinthine twists and broad leaps of logic. The premise is usually resolved (although, alas, in his case almost never happily so). But this is where the similarity to the dreams of ordinary people the dreams of Dion McGregor end. Quite unlike the rest of us, Dion McGregor narrated his dreams, in a fey, slightly distracted and sometimes insolent voice, the irregularity of his cadences only amplifying the hypnotic effect. Only Dion McGregor's dreams were so incessantly tape recorded. And only Dion McGregor's dreams were the end-products of such an unbridled subvoluntary imagination.

MY HOUSE IS BLOWING AWAY . . . AND IT ISN'T EVEN WINDY!

Dion McGregor, born in 1922, began sleeptalking as a young boy raised in New York City, but it wasn't until his late 30s that the unique qualities of his talent began to take shape. A diehard movie buff and struggling song lyricist habitually without a home of his own, McGregor was shuttling between the couches and guest beds of several apartments of a nondescript five-storey walkup at 961 First Avenue, on the east side of midtown Manhattan, when his various roommates began to notice the rare clarity and duration of his sleeptalking sessions. It was Peter de Rome, a British writer and filmmaker (later a prominent director of gay erotic films), who in 1960 or thereabouts first tried to make something of the somniloquies. According to the introductory notes McGregor wrote to a 1964 book of transcriptions of his dreams, de Rome "tried taking the dreams down in longhand, but the words came faster than he could write. I had a good laugh about it and then forgot it."

But when de Rome told Mike Barr, another resident of the building and a songwriting partner of McGregor's, about the sleeptalking, Barr immediately recognized that he had stumbled onto something special. Barr, a budding composer whose hobby was tape-recording the audio portions of movie musicals off late-night TV, was eager to turn his microphone on McGregor's dreams. McGregor, on the other hand, was not quite so eager to have his dreams turned upon, but for the historical record -- as well as for a permanent address of his own -- he would endure. All that he hoped to directly gain from having his dreams recorded were ideas for potential song lyrics. McGregor moved to the spare twin bed in Barr's living room, where his exceptional talent would be voluminously documented over the course of the next seven years.

Barr's fascination with tape-recording McGregor's dreams quickly grew to an obsession. The somniloquies would typically arrive just prior to McGregor's awakening, not every morning like clockwork but rather, as if to keep Barr on his toes, four or five days per week. To compensate for their inconstancy, he would sometimes emit more than one dream in a day, amounting to as many as seven separate somniloquies in a single session. By Barr's estimate, he eventually recorded over 500 of his roommate's somniloquies. McGregor complained (lightheartedly, one assumes) in the book's introduction about "the miles of tape that have taken over the apartment." In reality, the 7" reels were stored neatly in their boxes, the boxes stacked in bookshelves along the walls of the living room -- but there were a lot of boxes.

As the collection of tape reels grew, Barr began playing them for some of their friends in New York's theatrical whirl. They eventually reached the ears of producer and talent agent Jules Green, a co-creator of The Tonight Show and manager of Steve Allen, still a hot property at the time. At that point, things quickly moved into high gear. Green was struck by the alien notion of a man who dreams out loud, and by the compounded strangeness of being able to eavesdrop on those dreams. He approached Milt Gabler, A&R director of Decca Records, to suggest that Decca release an audio verité album of the best of the somniloquy tapes.

Gabler was a savvy industry insider with an ear for unique material. He had been the founder of Commodore Records, the world's first independent jazz label, and had produced groundbreaking records as disparate as Billie Holiday's "Strange Fruit" in 1939 and Bill Haley & The Comets' "Rock Around The Clock" in 1954. Gabler was that rare record executive with the soul of an artist, who decided to release The Dream World Of Dion McGregor (He Talks In His Sleep) "because I was a nut!" He had no expectation nor even reasonable hope that such a strange album might do any significant business. "I knew it wouldn't be a gigantic seller," he says today, "but I thought I should do it just to show that some people talk in their sleep. This guy told complete stories and that's what I wanted to prove." Gabler adds, as if the point weren't inherently clear, "I did it because it was different." The album of ten dream-tapes was released in January of 1964.

Green also played the tapes for Bernard Geis, a respected book publisher whose imprint was distributed by Random House. Unlike Gabler, Geis was looking for sales. "I thought it might catch on as a novelty," he remembers. "I thought it was quite an unusual book and took a flyer on it." On May 27, 1964, Bernard Geis Associates published The Dream World Of Dion McGregor, a collection of transcriptions of 70 of McGregor's somniloquies. To render the gorgeous three-color (red, black and a near-golden yellow) cover illustration and the 30 black-and-white line drawings inside, Geis hired Edward Gorey, a high school classmate of his wife's who was just beginning his rise to fame as an illustrator of the whimsical and the macabre. The album cover is nearly identical to that of the book, but their differing proportions dictated that each be drawn from scratch. The additional space on the album version allowed for the subtitle.

The album and the book both stiffed. Geis recalls, "I don't think we sold more than six, seven thousand copies," out of an initial press run of ten thousand. The remains were remaindered. Gabler (who really does speak in exclamation points) doesn't recall any numbers on the record, but it still stands out in his memory as "one of the biggest flops I ever put out!" He seemed more proud of the fact than distressed by it.

YES! OF COURSE BANGING CEREAL BOWLS WAKES HIM!

With McGregor's cooperation and Green's supervision, Barr had pulled off a most subversive stunt: he had taken a set of utterly anti-commercial tape recordings and had snookered two major publishing firms into releasing versions of them. Although still as fascinated as ever by their haunting occurrence, there was little more to be accomplished by his taping of further dreams. In 1967 McGregor finally got a place of his own, on E. 3rd Street in a building directly across from the Hell's Angels' stomping ground. He referred to the place as Fear Village, and so naturally didn't spend a whole lot of time there, but he wasn't spending many nights at Barr's apartment anymore, either. Mike Barr was finally forced to hit the Stop button on his tapings of the somniloquies of Dion McGregor.

To this day, though, Michael Barr refers to those tapes as "the paramount thing in my life." Early on, Barr and McGregor started thinking of them as the basis for a musical they would write. They even had a serious nibble towards getting a show produced, but nothing came of it. But it is an idea which Barr has continued to develop over the years. He has finally completed a musical version of The Dream World Of Dion McGregor, which will interweave the original dream-tapes with his own songs and those he and McGregor wrote together. He is currently shopping around a demo tape in the hopes of finding a producer.

TERRIBLE TOWN, TERRIBLE TOWN, TERRIBLE TOWN, TERRIBLE TOWN.

To listen to the somniloquies of Dion McGregor is to inevitably conclude that he was a distressed and haunted soul. If that were so, however, his outward persona revealed none of it. He is remembered with great affection by those who knew him, and was known not for any morbid streak but rather for his sparkling wit and general good humor. His social life revolved around a string of private film societies that had sprouted up around Manhattan in those long days before home video. These clubs would convene in small auditoriums or even members' living rooms to screen 16 mm prints of obscure movies, mostly B pictures from the '30s and '40s. McGregor would invariably be granted the center seat, from which he would unfurl a steady stream of hilarious one-liners. "I still laugh at things, I think of things that he said," recalls Buddy Valentino of McGregor's film society court-holdings. "He tore everything apart. He could be absolutely hilarious in the bitchiest way." Another film-buff friend, Eric Spilker, remembers: "People would just die laughing in the room. ... I wish that everybody could have had just one night watching a movie with him."

The other universal consequence of listening to these tapes is to doubt their authenticity. Please rest assured that McGregor's somniloquies are the real McCoy. Interviews I've conducted over the years with people who knew him back in the day confirm that he did indeed dream out loud, exactly as advertised. In fact, many of my correspondents actually saw and heard him do it. Milt Gabler, knowing that the suits at Decca would be pestering him to back up the claims of sleeptalking, stayed overnight at the foot of McGregor's bed on one occasion to watch him dream. Make that two occasions, because on the first night he didn't hear or see a thing. With the album's release hanging in the balance, Barr convinced him to give it another try, and on the second night, speech happened. If McGregor is acting, it's an uncanny deception -- he's doing as good a job of it as Spencer Tracy or Jimmy Stewart ever could, combined with the writing skills necessary to devise such impossibly imaginative scripts. But there is no hokum here -- if you remain unconvinced, that's too bad. You'll just have to take my word for it.

IF SHE EVER GETS OUT, I'M GONNA MATE HER WITH THE CENTAUR.

If Dion McGregor were angst-ridden he would have had ample reasons for it, for his professional life was shot through with near-misses and outright failures. Born on January 21, 1922, he was given his name (rhymes with "lyin'," as he put it) in honor of Dionysus, the Greek god of swingin' good times. Despite that encouraging beginning, however, his family life essentially ended with his arrival at adulthood. After dropping out of college and aborting a stint at the American Academy of Dramatic Arts on 54th Street, he moved to Hollywood, "to see if I could spot Myrna Loy or Gertrude Michael or Bonita Granville on the Boulevard." (The book version of The Dream World Of Dion McGregor is in fact dedicated to Michael, an off-beat actress of the '30s and '40s who was McGregor's personal muse.) He acted in a few radio plays for director Arch Oboler, who was sort of a pre-TV version of Rod Serling, and had a small role (under the name David Bradford) as Claude Rains' son-in-law in Oboler's movie Strange Holiday, but within a few years he became disillusioned with what he perceived as a going-nowhere career. He returned to New York, and there shifted into a new occupation as a song lyricist. In 1953 he began a collaboration with Bob Cobert, a composer who later scored the Dark Shadows TV series among other successful soundtracks. McGregor and Cobert worked for a few months doctoring "song-poems" submitted by amateur lyricists. With their legitimate songs they experienced some tantalizing near-hits, but none ever quite broke through.

McGregor was also collaborating with a multitalented man named Carleton Carpenter, whose duet with Debbie Reynolds on the song "Aba Daba Honeymoon" had been a huge hit in 1951. In 1955 Carpenter introduced McGregor to his high school friend Mike Barr, and soon the two were collaborating with each other exclusively. With his songs with Barr McGregor again started to see some minor success. They even recorded a single of their own, under the name Mac and Mike for the Glory label in 1958. By the early '60s the team was rising up the songwriting ladder in steady measures. Finally, in 1965, came their big break, a cut by Barbra Streisand at the exact moment of her arrival as a superstar. Her recording of their song "Where Is The Wonder" was included on the album My Name Is Barbra, and was given a prominent spot immediately before "People" in her TV special of the same name. The joint launching of the album and special in the spring of 1965 helped cement Streisand's final ascent to the top echelon of American entertainment, and went on to win her a Grammy and two Emmy awards.

For songwriters, a recording by the likes of a Barbra Streisand should be the ticket to a rich and lasting career, but the way things turned out for McGregor and Barr, it was to be their pinnacle. Nobody is quite sure what went wrong. Part of the problem was that McGregor, while a talented stylist of what he termed "jazz ballads," wasn't a driven man, preferring to sit around and watch or talk about old movies than to push his songwriting career. But most observers believe that his lack of success was ultimately the result of simple bad luck.

SKIPPY GREEN! SKIPPY GREEN!

Their career traipsing along with no momentum, in 1976 Barr moved to Los Angeles, and a year or so later McGregor followed. In 1977 the remaining tenants of 961 1st Avenue (with de Rome the only principal of this story still resident) were evicted and the building shuttered. It remains unoccupied to the present day, in spite of being in the midst of a thriving district of Manhattan. In recent years the very address of 961 1st Avenue has been made extinct, its doorway covered over by a ground-floor restaurant. As if to isolate the ghosts of Dion McGregor's somniloquies by shutting them off from living society, there is no longer even an access to the residential floors of the building. But the sounds of the 1st Avenue street traffic still swoosh on, direct descendents of the same ambient noises that underscore the tapes on this album.

Out west, Barr and McGregor continued their partnership, their songs still producing nibbles but no bites. In the early '80s, upon hearing the work of Stephen Sondheim, McGregor decided he would never achieve true greatness as a lyricist, and gave up the fight. Making his decision a bit easier was the fact that he had by then taken up with a man named Clement Brace, also a former New Yorker who had had a stab at an acting career. Brace was from a wealthy family, and he and McGregor enjoyed a comfortable lifestyle together. McGregor's union with Brace also put an end to his dream-talking, "almost as if it were a sign that I could finally get on with my so-called normal life," he wrote in a letter. "I'd had it up to here with the whole goddamn experience when it finally stopped." Barr and McGregor remained on friendly terms for a while longer, but McGregor's relationship with Brace gradually distanced the former collaborators from each other until they finally fell out, with Brace ultimately blocking Barr from access to McGregor. As Barr eloquently put it, "He and Clement were so Garbo and I was so Alice Faye."

Contrary to the gregarious spirit of his earlier years, McGregor grew increasingly reclusive and paranoid as his time in L.A. wore on. Questing for a less stressful life, the couple moved to Oregon in the late '80s, but in 1990 McGregor suffered what he called a "very serious heart failure," and he never fully recovered. On December 29, 1994, in a Medford, Oregon hospital, Dion McGregor fell into a sleep less fitful and a whole lot quieter than the sleeps that produced one of the strangest episodes in tape-recorded history.