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"WHERE IS that whistling coming from?" Burt Bacharach, dressed in baggy jeans and an Austin Powers T-shirt, looks up from his grand piano and raises his hand, halting the music for the second time at this trouble spot. The medley of his early hits, now a few bars into "The Blob," fizzles out.

"Don't you hear that whistling sound?" Bacharach asks the six musicians and three singers on stage with him at S.I.R. rehearsal hall in Los Angeles. They shake their heads and mumble possible explanations. "Maybe it's feedback." "Some stray overtones?"

Then, Lisa Taylor, one of the vocalists, admits shyly, "Well, I was whistling under my breath, but I didn't think the mike was picking it up."

"Lisa, you're kidding," Bacharach says, then breaks out in a grin. "I thought I was going crazy, hearing things."

The fact is, Bacharach hears everything--every sidestick hit, flute trill, trumpet stab, bass note push, synth wash. Even a quiet whistle can't escape his keen ears. If a cartoonist were to draw him center stage at his piano, they would place one of those Schroeder-style thought clouds above his head and inside it a full annotated orchestral score would be flowing by on music staffs.

This small ensemble, which Bacharach is rehearsing for a tour that will jet around the globe in the next few months, leaves the early hits medley for one of his most current gems, "God Give Me Strength," a six-minute mini-symphony co-written by Elvis Costello ("He's one of the greatest songwriters in the world," Burt says) for the film, Grace Of My Heart.

As vocalist John Pagano scales the stately, elegant staircase of the emotional ballad, Bacharach seems lost in his own private cosmos. It's that place where he sees the sparkling vistas, the shadowy valleys and the breathtaking peaks, "the long line," as he calls it, of his rangy melodies. As Pagano nails the climactic line of the bridge--"I want him... to hurt"--Bacharach's head snaps around, then he waves the surrounding players into a breathtaking instrumental passage. As the song simmers into the last verse, he stands up at the piano and feathers the air with one hand, while chording with the other. This has long been his style, playing pianist and conductor simultaneously, the commander-in-chief, the Captain Kirk of the musical stage.

The rehearsal rolls through "Make It Easy On Yourself," "Raindrops Keep Fallin' On My Head," "A House Is Not A Home," "Alfie," "Anyone Who Had A Heart," "Wives And Lovers," "Bond Street." On the upbeat numbers, Bacharach's Air Nikes dance beneath the piano, shuffling, lifting, beating out the polyrhthyms and meter changes. At times they appear to be accelerating and decelerating, as if he were working the gas and brake pedals on a well-tuned Alfa Romeo, banking around the curves of the Pacific Coast Highway.

Next up is "One Less Bell To Answer," "You'll Never Get To Heaven," "I'll Never Fall In Love Again," "The World Is A Circle," "Blue On Blue," "The Look Of Love," "What's New Pussycat?," "Only Love Can Break A Heart"--adding new meaning to the expression, "and the hits keep coming." For this tour, Bacharach has selected the best of his 40 years as a composer and fit it into an hour and forty-five minutes. As the classic songs accumulate, it's overwhelming to consider all of these musical riches came from the mind of one man.

The rehearsal ends with an explosive, majestic "What The World Needs Now." Bacharach calls a break and says of the show, "This is in very good shape, don't you agree?"

Everyone agrees.

During the break, I talk to a few of the singers and musicians.

"I grew up with his songs," says Donna Taylor, who joined Bacharach's ensemble in January of this year. "I remember I had the 45 of "Message To Michael" when I was little and I would play it over and over on the record player in my grandma's basement. And now I get to sing it in the show!"

John Pagano's only been on board for a month. It turns out that Burt remembered him from six years ago, when Pagano made a solo record for MCA. John had asked Burt to write something for the album, and even though Burt didn't have time, he was so impressed by the young singer's capabilities that he kept his name on file for future reference. Pagano has only praise for his employer: "He has such vision as a composer. What he sees in his head in terms of melody and arrangement is amazing. What a learning experience this has been so far!"

Lisa Taylor, who has a show-stopping solo on "Anyone Who Had A Heart," says, "I used to listen to songs like "You'll Never Get To Heaven," "Walk On By," and "That's What Friends Are For," but I never realized they were all written by the same person. Burt is a genius. I feel really blessed to work with him, because he's part of music history in the same way Gershwin or Ellington are. It's nothing to take lightly."

"I've been the keyboardist and arranger for Dionne Warwick and Burt Bacharach for a long time," says Rob Shrock, "and to say that Bacharach has been an influence on me would be just too simple. He has been my musical father, but I am not his only child in this respect. All of us who value melody, musicality, taste, sensitivity and style have been touched by him, whether we know it or not. And that's the sign of a true legend."

Rob says the challenge of the new scaled-down show was "capturing the essence of the old arrangements by re-writing for less parts." Since sampling synthesizers are handling strings and some woodwinds, he says, "We lose a little theatricality of Burt being able to conduct. But at the same time we gain in precision."

Two hours later, they're back on stage, this time taping the run-through for NBC's Today Show and an invite-only audience. After an overture that segues into a super-charged "Promises, Promises," Burt steps from his velour-draped piano bench and greets the small crowd with a joke: "Everything you'll be hearing this evening has been composed by the piano player."

This is in very good shape, indeed.

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