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You know the songs: "Like A Virgin," "True Colors," "Eternal Flame" and many others. Billy Steinberg writes the lyrics, which requires a rare artistry and precision. We tried to find out where he finds his words, and why he has had so much success with songs performed by female singers.

Carl Wiser (Songfacts): There are only a handful of lyricists who have written so many hit songs. How did you get your start?

Billy Steinberg: I started out in junior high school singing in a rock band. And even earlier than that I was a record collector and a song fanatic. As a small child I had a huge record collection. The Everly Brothers, Ricky Nelson, Elvis, Buddy Holly, things of that nature. And I would play their records over and over and over. And then when The Beatles came out, and The Kinks, and The Animals, The Rolling Stones, it really happened right when I was like 13, 14 years old, so it really kicked into high gear, my enthusiasm about music. So I formed this rock band and that was in Palm Springs, where I grew up, and the band was called The Fables. I was the lead singer. I didn't play an instrument at that time, nor did I write songs. We just covered songs by those groups I mentioned, and other songs that we liked. And then completely separately I started to write poetry. And, you know, I published a couple of poems that I wrote. I had this idea that I would never be able to learn to play an instrument because musicianship didn't really occur much in my family. But I got my grandmother to buy me a nice Gibson acoustic guitar when I was about 17. I started to learn to play it, and much to my surprise I could learn to play the guitar. I mean, I wasn't that great at it, nor am I very great at it now, but I was able to learn a lot of chords and some finger picking techniques.

So I started to put music and melodies to the poems I was writing. And it just was a revelation for me, because all of a sudden this gift that I had with words, it was just able to collide with my lifelong interest in songs and music. So there I was, writing songs.

By that time I was a freshman at Bard College in upstate New York. So then I got out of college and I just kept writing songs feverishly. I wrote hundreds of songs, and I was writing them by myself on the guitar. By the time I got into my late 20s, I put together a rock band, and that band got signed by Planet Records. That was Richard Perry's label. And up until that time I hadn't been doing any co-writing. I was writing all the songs, singing them. One of the songs that I wrote for that band was called "How Do I Make You," and Linda Ronstadt covered it. That was my very first cover, and it was a Top 10 hit for her in 1980. So that was pretty exciting for me. And I had a couple of other songs that I'd written covered by Pat Benatar. They weren't singles, but they were sort of prominent songs on two of her LPs that sold a lot of copies.

So I was kind of excited about it, and the guy who had produced the Pat Benatar records was named Keith Olsen. Keith, you know, he produced I think the first Fleetwood Mac record that had Stevie Nicks and Lindsey Buckingham on it, and he had produced a lot of hits. I hadn't met Keith, but he had produced two of my songs for Pat Benatar. Remember that I lived down in the Coachella Valley and I wasn't really part of the LA music scene. I just was doing it all from down there. Bit of an outsider.

So one August I decided to rent a house in Los Angeles. And so when I arrived I called Keith Olson and he invited me to a party he was having. So I went to the party and I took my acoustic guitar to the party, which I learned later was something that people don't do that much. But at that party, I met Tom Kelly. Tom was a very prominent session singer in L.A. He sang backup vocals on tons of records - he was a very sought after singer. And he wrote songs, too. So he was the first songwriter, really, that I met. I said to him, "Why don't we try to write a song together?" And Tom and I got together. And when we got together I didn't really have a conscious idea that I was more adept at writing lyrics than I was at writing chords or melodies. I just did what I did in the songs I had written. But when I got together with Tom, it was clear immediately that he was a far superior musician, and that his melodies were magnificent. Whereas at my best I was writing in a simple Buddy Holly sort of song structure. While Tom, he was well versed in the Brian Wilson, Lennon/McCartney songbook, and he was a much better musician than I was.

So he started to play and sing some melodies, and I thought, Wow. But Tom didn't write lyrics. I guess he did write a few in his day, but it was his weakest area. So as our relationship evolved – it was 1981 that I met Tom – it became clear that I would be the lyricist on the songs that we would write together, and that he would be the principle music writer. I never would just send him lyrics. I would always be with him when we would write the songs, and sometimes I would have some input into the chords and the melodies. But he would do the majority of those things.

Over the '80s it just became clear to me that I was primarily a lyricist. So that's how I became a lyricist.

Songfacts: When you're writing with Tom, you said that you don't just send him lyrics, does that mean that you're writing the lyrics based on what his music is?

Billy: No. In all the songs I write, whether they're songs that I'm writing with Tom Kelly, or Rick Nowels, or my current songwriting partner, Josh Alexander, the lyrics are always written first. So every hit that Tom and I wrote, all the biggest hits, were always lyrics first. I started out writing music to my own poetry, so that became a process for me where I would write the lyrics, and then write the music to the lyrics. So Tom, fortunately for me, or I should say fortunately for us, adapted really well to that process. I would come in with a lyric, whether it was "True Colors" or "Like A Virgin" or "Eternal Flame" or whatever, and he would pick up a guitar, sit down at a piano, and start banging out melodies to the lyric that I put in front of him.

Songfacts: What do you think it is about your writing, whether it be the poems that you wrote before you even became a songwriter, or the lyrics that you write that become these hit songs, that make them endure like they do?

Billy: We're walking on kind of thin ice here just in terms of answering that question. But I think I'm able to tap into my unconscious feelings without really knowing exactly how I do it. But it just seems to come out in my writing. And I think that there's a validity to things that stream out of the unconscious, because they're honest. The best things I've written have never really been sort of written in a conscious way of thinking what would I like to write about? Or what would be a good theme? It's more just sort of what streamed out. So I think that there's an honesty to it, because, like a dream, the ideas were sort of just honestly inside me, and they just came out. I think that makes them sort of heartfelt and honest, and you know, when I went to college I was a literature major, and I always had an interest in words and sort of an ability to put words on paper. So I think a combination of that ability to write with the ability to sort of channel some of the emotions from the unconscious just combine to make some good song lyrics.

Songfacts: Considering that you were a literature major, that's kind of interesting, because it means that you were studying the art of writing. At some point, was there something you learned that was able to take you to that next level?

Billy: I don't think I really learned very much as a literature major. I went to college in the late '60s and early '70s, and I was pretty tuned out of my classes. I wasn't a very good student, because I wasn't very interested. I think I learned by… it was a culmination of sort of natural ability and just having listened to so damn many songs in my life. Bob Dylan was a huge influence. Songs like "Visions of Johanna," or "Like A Rolling Stone," just an extraordinary combination of poetry and song lyric that, at that time, it just seemed limitless what one could do with a song. That was the school for me. The school for me was listening to songs and seeing how melodies and words gelled.

Songfacts: Were you surprised that your lyrics would translate to a Linda Ronstadt and a Pat Benatar?

Billy: At first I was pretty sensitive about it in that I felt like if I was singing one of my lyrics, I was conveying it as I meant it to be conveyed, and then if I heard someone else sing one of my songs I would be sort of delighted, but I would also worry that the listener might not understand what I was getting at in the lyric or something. But eventually I was happy to be able to make a living as a songwriter and I came to realize that sometimes people would cover my songs and I would be overwhelmed by how well they did them, and other times they would be just okay, and other times they would be horrible. But I sort of learned to live with that and not take it too personally.

Songfacts: Do you remember specifically about "How Do I Make You," what that song was about?

Billy: I remember, the song "My Sharona" came out by The Knack, and I thought it was just like ear candy. It was just really exciting I thought. So I think my song, "How Do I Make You" was a little bit influenced by "My Sharona." Not that they sound alike, but I like the lyric to "How Do I Make You."

Songfacts: Do you remember how Linda Ronstadt heard that to begin with?

Billy: Yeah, I remember exactly. The band I had at that time was called Billy Thermal. And Billy, of course, is my name, and Thermal is a little town in the Coachella Valley where my dad had a vineyard. So I worked on that farm of his at that time. So I decided to call my band Billy Thermal. And that was the band that was signed to Planet Records with Richard Perry. And the guitar player in the band was a guy from Florida who was living in L.A., his name was Craig Hull. And Craig's girlfriend at that time was a pretty well-known songwriter named Wendy Waldman. And Wendy would sometimes tour with Linda Ronstadt as a background vocalist. So without asking my permission or anything, Wendy and Craig played the Billy Thermal demos for Linda Ronstadt, and Linda liked the song "How Do I Make You." That's how it happened.

Songfacts: Why do you think it is that so many of your hit songs have been recorded by women?

Billy: You know, I don't know how to answer that. Sometimes I wonder, well, are the lyrics really more well-suited to a woman? "Like A Virgin" and "I Touch Myself," for example. I mean, it might sound silly to think of a guy singing those songs. But when I wrote those lyrics I wasn't thinking that they were intended just for a woman to sing. But I guess maybe they were better for a woman to sing. And then Tom Kelly, who I wrote many of those songs with, he had a very, very high voice. So our demos would oftentimes be in keys that were really well-suited, they were perfect keys for women. And Tom wrote very challenging melodies with a lot of range to them. They just seemed to be well-suited for women to sing.

Songfacts: Did you ever have a real job? Something other than music?

Billy: The only real job I ever had in my life, for 15 years I worked with my dad in his table grape operation. He had over 1,000 acres of table grapes in the Coachella Valley, and the operation was based in the little town of Thermal. That's the only job I ever had other than songwriting.

Songfacts: Now that you've had all these years where you've heard your songs over and over, is there one that you would have changed?

Billy: No, I don't think so. I don't think about that. I'm thinking more about what I'm writing now. I don't go back and re-write stuff that I've done in the past.

Songfacts: Do you have time for me to ask you about three songs that you've written specifically?

Billy: Yeah.

Songfacts: The first one is the Pat Benatar song "Precious Time." Would you be able to tell me about that one?

Billy: Yeah. "Precious Time" is one of the songs that I wrote by myself. And that song is about my mother. My mom and I were really close, and she really encouraged my songwriting, and the poetry I was writing, she encouraged it. But she was also kind of domineering, and so that song was sort of about her. Specifically, "Your home is like a fortress, no one comes in but the florist, the gardener and the maid." The whole thing was really kind of about her. I was quite proud of that song, really. "Mercy in the wine," that was one of the lyrics I told you that sometimes I would feel badly when I thought that people would misinterpret what I was writing, because when Pat Benatar recorded that song, they printed the lyrics in the sleeve of the LP. And the lyric, as I wrote it, it said, "All that I remember about the days in that September was the mercy in the wine." That's M-E-R-C-Y. And on that Pat Benatar record they wrote "the merci," like a French word for "thank you," so I was horrified by that. I was so proud of the line "the mercy in the wine," and they changed it to "the merci in the wine." But, yeah, that was a very personal song. And I thought it was one of the best songs that I wrote on my own.

Songfacts: Did you like how Pat Benatar did it?

Billy: I thought it was pretty good.

Songfacts: One song I've always really enjoyed is "Night In My Veins" by The Pretenders. And we talked about how you were able to write with Chrissie Hynde, and "I'll Stand By You" became the big hit, but can you tell me about "Night In My Veins"?

Billy: Yeah, well, Tom and I did some preparation, because we knew we were going to be working with Chrissie, and we tried to come up with a couple of ideas. And one of the ideas we came up with was "Night In My Veins." I had that lyric, with the title "Night In My Veins," and I was really proud of the first verse: "I see him standing silhouetted in the lamplight. I cross the street, and I quicken my pace. He cups his hands and he lights a cigarette. I find myself in the bones of his face. It's just the night in my veins." I had written that, and I really liked it. But then when Chrissie came in and she heard what Tom and I had started, it didn't really have much more to it lyrically. And she added some really great lines, and finished the lyric.

Songfacts: Where do you even come up with a title like "Night In My Veins"?

Billy: I don't know. Just, stuff comes out. Like when someone writes a poem or something, where's that come from? I don't know.

Songfacts: Yeah, that's a great hook line. I guess if you got that, you got it.

Billy: You know, I pride myself on having written some hit songs with some unusual titles, whether we're talking about "Night In My Veins" or "Like A Virgin" or "I Touch Myself." Even "I Drove All Night." These are not ordinary song titles. They have a certain bite to them. And I guess that would be something I would be proud of.

Songfacts: When you're describing that first verse, that to me sounds very visual. Do you get kind of an image when you're writing this kind of stuff?

Billy: I don't know. I couldn't answer that.

Songfacts: You've written a lot of songs, "Too Little Too Late" for JoJo, for instance, that have been written for younger people to sing. Could you talk about if there's any difference in your songwriting when you know it's going to be for t.A.T.u. or The Veronicas or somebody younger?

Billy: Well, some of the songs, you don't really know it's for somebody younger. You just write a song, and then maybe somebody younger sings it, or maybe somebody older sings it. But I've almost never really sat down and said, "I'm going to try to write one that would be good for somebody younger." I just write a song, and then if somebody younger likes it, then they sing it.

Songfacts: Yeah, and they don't seem dumbed-down at all, which is kind of surprising, when you listen to, like, an Avril Lavigne song and it's very much about high school. But, like, "Too Little Too Late," the line in there about how "you don't like me, you just like the chase." That's a fairly mature concept. Would you be able to tell me a little bit about that song?

Billy: Well, "Too Little Too Late" is different than the hits that I wrote with Tom Kelly in that "Too Little Too Late" is a song that my current partner, Josh Alexander, had already started, he brought that song to me partly written. So he had the title and some of the lyrics and melodies. So I really just helped him finish writing that song and that lyric. So it wasn't one that we started from scratch together. It was a song that he had taken a certain way, and I helped him finish it.

Songfacts: When you were at Bard College, did you run into the guys from Steely Dan at all, or was that a different era?

Billy: When I was a freshman at Bard, Donald Fagan was a senior. And I think Walter Becker was a sophomore, if I'm not mistaken. They were in a band at that time, and used to play around the campus. And I just thought they were very cool. I mean, the college, it only had at that time just over 600 students, and it was a small campus, so you kind of knew everybody. My closest friend at Bard, Walter Becker was his roommate. So, you know, he saw these people around. If I'm not mistaken, when Donald Fagan graduated, I think Walter Becker dropped out, and the two of them went off and became Steely Dan.

Songfacts: Do you remember when you heard their song "My Old School," which I think mentions a few references to Bard College?

Billy: Yeah, I got a kick out of that. But the first Steely Dan songs I ever heard were "Reelin' In The Years" and "Do It Again" and "Dirty Work." At the time I was so jealous, because I wanted to do what they were doing. They had cracked into the music business, and I was hoping to, so stuff like that would inspire me, but also would kind of wind me up, you know.

In 2004, Billy spoke with us about many of his hit songs. The stories reveal a depth and authenticity that might explain their enduring popularity. Below is the transcript from that interview.

Songfacts: "Eternal Flame," that you wrote for The Bangles, can you tell me about that song?

Billy: Tom Kelly and I met Susanna Hoffs and we set out to write several songs for the Bangles’ next recording. When we got together with Susanna, she admired a song that Tom and I had written for Cyndi Lauper called "Unconditional Love." I think she liked the song because it was highly melodic and resembled a ballad that would not have been out of place on The Beatles' Revolver album. She was sort of envious of that song, she said she wished we could come up with something as good as that song. And I remember confidently I told her, "Susanna, we're going to write something better than that song."

She was talking about The Bangles having visited Graceland, and she said there was some type of shrine to Elvis that included some kind of eternal flame. As soon as those words were mentioned, I immediately thought of the synagogue in the town of Palm Springs, California where I grew up. I remember during our Sunday school class they would walk us through the sanctuary and there was one little red light and they told us it was called the eternal flame. When I was a child I remembered thinking it never burned out, that it was something like the sun or something beyond our capacity to even contemplate. It seemed like a very profound thought when I was a child. I thought, "Well that's a great title for a song," so very quickly I wrote the rest of the lyrics for the song based on that title.

Tom and I and Susanna were at my house in Los Angeles. I believe Tom started to write the chords and the melodies on an acoustic guitar at my house. The bridge to the song, or the middle eight as the British would say, the part that starts, "Say my name, sun shines through the rain," that part in particular is very Beatlesque and Tom, who's a great lover of harmonies, worked with Susanna to create almost a tribute to The Beatles and Beach Boys background harmonies in our demo and The Bangles recreated them on their record.

One of the main differences between our demo and what was to become The Bangles record was, we based our demo on the acoustic guitar while The Bangles record, which was produced by Davitt Sigerson, was based on a simple piano. I think we based our demo on the acoustic guitar because there was no keyboard player in The Bangles. When you're a songwriter and you're trying to write something for a particular project, you very self-consciously do whatever you can do to see that it gets on the record and to ensure getting it on the record you want to make it sound like something the band could play. For that reason we tried to leave keyboards off our demo, but then we were very pleased with Davitt Sigerson's production and the way it featured the piano. I know Tom and I both loved Davitt's production, we both loved Susanna's lead vocal and all The Bangles harmonies and were very pleased with the way the song turned out.

One of the unusual things about that song, which is also attributable to its Beatlesque roots, is the fact that it really doesn't have a chorus. The part that starts, "Close your eyes, give me your hand, do you feel my heart beating, do you understand," that part sets out to be the verse of the song and then the title is incorporated in the last line of the verse when it says, "Am I only dreaming, or is this burning an eternal flame." By the end of the song when all The Bangles chime in and re-sing the first verse at the end of the song, the whole verse feels like a chorus. The Beatles used to write in that way, for example, "We Can Work It Out." The line, "We can work it out," is sort of a tag in the verse. The verse ends with, "We can work it out, we can work it out." It isn't a chorus, it doesn't begin with the line, "We can work it out," which would be more traditional pop hit structure. The whole song 'Eternal Flame' is so melodic that it doesn't really miss a traditional chorus, it just works the way it is. In one more Beatle type arrangement decision we do the bridge after two verses and then there's a guitar solo and then we do the bridge again. Again, The Beatles would often do that. In the song "We Can Work Out," the bit that begins, "Life is very short, and there's no time for fussing and fighting my friend" - I think that happens twice in the song. Sometimes if you have a bridge that's really good, it's nice to repeat it, and also if a song doesn't have a traditional pop chorus you almost need to repeat the bridge so that the song is long enough and that's what we did in "Eternal Flame." And that's what occurred in a lot of Beatles songs.

Songfacts: I think I read somewhere that they used studio musicians for this, that The Bangles with the exception of Susanna, did not actually play on that record.

Billy: I wouldn't be surprised if they used studio musicians to play the keyboards. I was definitely under the impression that the other girls played on it. They may have used some studio musicians, but all The Bangles, to their credit, are fine musicians, and I can't see any reason why they wouldn't have played.

Songfacts: How about the song "True Colors"?

Billy: Tom Kelly and I wrote "True Colors" and it was definitely a Gospel flavored inspirational ballad. Our demo is much more traditional and conventional sounding than Cyndi Lauper's record. Tom sang the demo, it was based on a piano and it had Gospel flavored background vocals.

One of the very interesting things about that song is that originally when I got together with Tom to write it, I had written the first verse lyric and a chorus lyric and nothing more. Tom, on the piano, crafted a melody and chords to go with that first verse lyric and chorus lyric that I had written. When Tom and I write, generally speaking, I write the lyrics in advance. Sometimes I'll write the whole lyric in advance, sometimes just a fragment of a lyric and then we'll get together and write the music. Sometimes I'll participate in writing some of the melodies and chords.

On "True Colors" I had this verse and it was written about my mother: "You've got a long list with so many choices, a ventriloquist with so many voices, and your friends in high places say where the pieces fit, you've got too many faces in your makeup kit, but I see your true colors shining through," then it went on with the same chorus that the song has. I often employ a sort of stream-of-consciousness lyric writing style and I remember writing that verse. The verse came first. So the "true colors shining through" came out of the line that preceded it, "You've got too many faces in your makeup kit." We wrote that verse and chorus, Tom and I, and Tom said to me, 'Gee, that chorus has tremendous universal appeal, it could be sung by anyone to anyone. It could be a parent to a child, a friend to a friend, could be for or about anyone. On the other hand, the lyric to the verse you've written, although it's very poetic and very interesting, it seems to be specifically about someone with friends in high places.' He thought it had less universality and I agreed with him. In spite of the fact that I had written that verse about my mom and that it led to the chorus lyric and that I was proud of it, I agreed to re-write the verse lyric and then of course the song would need a second verse lyric. I really got writer's block when it came to re-writing the verse lyric. I remember I had something about sad eyes or something, I think Tom even said, "Well how about 'you with the sad eyes'" He kept encouraging me, "Let's finish that song, it's a great song." I just said, "Let's write something else, I can't do it, I'm stuck." The song kind of languished because I just didn't know how to re-write these verses. We had done a very rough demo of the song with the original verse and the chorus and I don't know how this happened, but somehow George Martin heard it. George Martin, The Beatles' producer, heard our very rough demo and Tom heard back that he loved it. Then Tom really got on my case to finish those lyrics. Tom and I sat together and I finished the lyrics with his help.

I remember even when we were completing the demo, with Tom singing, I remember feeling that somehow there was something incomplete about the first verse. I always felt there was something wrong with it but I was just happy to have it done. On the other hand, the second verse, the part about, "Show me a smile then, don't be unhappy, can't remember when, I last saw you laughing..." That second verse, I remember I was very happy with that, those first four lines of the second verse. And I was pleased when the Cyndi Lauper record came out because during the solo section she speaks the lines, "Can't remember when I last saw you laughing." She sort of says that again and it pleased me that she grabbed a line that I liked and spoke it rather than picking out something I didn't like.

One of the things that one contends with as a songwriter is that when an artist records your song, unless you're producing it yourself or somehow involved in the production, you have very little input into how the song's being arranged and structured. Sometimes an artist will copy your demo exactly as you present it. That would be the case with "Like a Virgin" or "Alone" by Heart - the records copied the demos. In "True Colors," more than any other song, Cyndi Lauper came up with a very, very creative departure from our demo. The demo was sort of rooted in the Gospel ballad tradition of a song like "Bridge Over Troubled Water," "Let It Be" or "Lean On Me," that sort of thing with the piano. Cyndi completely dismantled that sort of traditional arrangement and came up with something that was breathtaking and stark. Tom and I were both elated when we heard her record of it because it was so much more adventurous than our demo, and to her credit, she produced it and did a beautiful job. That song, more than any other song I've written, has had tremendous life.

Not only was it a #1 song for Cyndi Lauper, it was featured in a huge Kodak campaign, it was recorded on Phil Collins' Greatest Hits album, and continues to get lots of adult contemporary air play. A beautiful version of it was recorded by Australian artist Kasey Chambers. A version of it titled, "Shining Through" was used in the movie Save the Last Dance and I've been told there's a new version of the song by a young singer named Tiffany Evans but I haven't heard it.

Songfacts: The "Shining Through" version, that was an unbelievable crossover. Kids in city schools across the nation know the words to your song.

Billy: Another interesting thing was that the artist India.Arie used to perform "True Colors" in her concerts. I wish she'd record the song. Cyndi Lauper told me over the telephone, "You have no idea, when I play it live it's almost like a gay anthem." I guess more than any other song that Tom and I wrote, that one seems to have the most universal appeal.

Songfacts: I have a theory why - I think it's the rainbow. I think it's one of the symbols used in a lot of gay pride stuff. The message of inclusiveness.

Billy: When I wrote it, it was how your true colors are as beautiful as a rainbow - I wasn't thinking in any political sense about a rainbow.

Songfacts: One thing I thought was interesting, "LiKe A Virgin" you mentioned Madonna recorded that like your demo. That kind of surprises me.

Billy: I remember writing the lyrics to "Like a Virgin" while driving around in a red pickup truck that I owned and I was driving around my father’s dusty desert vineyards. I had been involved in a very emotionally difficult relationship that had finally ended and I had met somebody new and I remember writing that lyric about feeling shiny and new - I made it through the wilderness, somehow I made it through. I made it through this very difficult time so I took that lyric to Tom. He knew what I had gone through. He read those first lyrics and he sat down at the piano and he tried to write a sensitive ballad to them. He'd come up with a few interesting things but every time we got to the chorus lyric where it said, "Like a virgin," it just hit a brick wall. How can you write a tender ballad called "Like a Virgin?" It just sounded ridiculous. He'd tell me, "What else do ya got, what else do ya got." Whereas it was him prodding me with "True Colors" to finish the lyric, with "Like a Virgin" I was the one prodding him saying, "No, no, no, let's not put this one aside because this is a very special lyric," I didn't want to let it fall by the wayside.

At that time Tom and I were writing rock songs. I had been in a rock band Billy Thermal and Tom had this voice that was not unlike Lou Gramm (from Foreigner). Tom had that kind of voice - very high, very powerful range. So we were writing rock and out of nothing more than utter frustration, Tom started to play the bass line to "Like a Virgin" and sing the lyric falsetto to this bass line he was playing and I said, "That's it!" He stopped and went, "What?" And I said, "That's it, that's the song." He couldn't imagine because he had this style of singing that was usually based on that male rock thing. I think he was trying to imagine doing a falsetto, almost Motown inspired vocal and I said, "Yeah, that's it." He went along with it and agreed that that's how the song was working. We did a demo where Tom sang the song falsetto and I added a few background vocal parts. Tom didn't like me to sing because he never liked my singing. He sort of indulged me and I added a few little parts that ended up being used on the Madonna record.

Our demo, if you were to hear it, you'd notice it's influenced by Smokey Robinson’s style of singing. Another influence that would come to mind would be "I Can't Help Myself" by the Four Tops. So when Madonna recorded it, even as our demo faded out, on the fade of our demo you could hear Tom saying, "When your heart beats, and you hold me, and you love me." That was the last thing you heard as our demo faded. Madonna must have listened to it very, very carefully because her record ends with the exact same little ad-libs that our demo did. That rarely happens that someone studies your demo so carefully that they use all that stuff. We were sort of flattered how carefully she followed our demo on that.

I remember once reading a comment that Nile Rogers made, I was amused when he said that he took this sort of unimpressive demo and made this great record because in fact they just copied our demo. The main difference was it was Madonna singing instead of Tom and there was a great drummer on the record, Tony Thompson. I've seen Nile being interviewed about "Like a Virgin" on several occasions and I always think he takes too much credit because everything was in our demo.

Songfacts: It sounds like Madonna really made that song her own.

Billy: She did.

Songfacts: That song changed everything for her.

Billy: And for us. Whereas "True Colors" has had more incarnations, I think "Like a Virgin" is our most famous song.

Songfacts: How about the song "I Touch Myself"?

Billy: You know, getting together with The Divinyls was great because as a songwriter you primarily are asked to write for pop acts. For example, you wouldn't try to submit a song for Kurt Cobain or Prince because they write their own songs. Whether it was The Pretenders or The Divinyls or The Bangles those were examples of great opportunities for Tom and me to write songs for artists whose records we admired. "I Touch Myself" started out, I got together with Christina Amphlett, who's the lead singer for The Divinyls and I met her at a little club in Hollywood, I think it's called the Cat and the Fiddle. Sometimes when Tom and I were going to work with an artist versus just write by ourselves I would get together with the artist and go over some lyric ideas. So I got together with her and I had a notebook and I had a lot of lyrics that I'd been accumulating. I wanted to see which ones she responded to so I nervously pulled out my notebook and allowed her to look through these lyrics. I say nervously because I feel really nervous and self-conscious when someone's reading my notebooks. I had "I Touch Myself" in there, I had written the first verse and the chorus lyric and that's the one she liked best. I was glad she liked that one because that was the one I liked best. The next day we got together with Tom and with Mark McEntee, who was Chrissy's partner in The Divinyls. Generally speaking, Mark and Chrissy wrote all The Divinyls songs and he was the lead guitar player and she was the singer. The four of us got together. Four people for me is too many. Two people can write a song together, three people can write a song together but four is kind of awkward but Tom and I by that time had our own method writing a song and we knew we could read each other's minds. I could look at Tom, he could look at me and know what the other was thinking. When we got together to write "I Touch Myself" even though there were four of us, Tom and I led the way. I put the lyric in front of Tom and he started singing, "I love myself, I want you to love me," which is one of my favorite first lines in any song I've written. From there Chrissy and Mark contributed their bits but it was mostly Tom and I doing what we do best.

One of the difficult parts of the song "I Touch Myself" was when we structured the song. It was a little bit confusing that the strongest melody in the song, in my opinion, is the verse melody where it goes, "I love myself..." It sort of falls short of even being a double entendre but what I like about the song is that in spite of the fact that the chorus kind of boldly says that, the verse was much more sort or poetic and kind of meaningful, it says, "I love myself, I want you to love me, when I feel down I want you above me, I search myself I want you to find me, I forget myself I want you to remind me," those words I think are very strong.

Songfacts: So it wasn't like you sat down one day and...

Billy: No, not at all. I like playing with words, and whether it's "Like a Virgin" or "I Touch Myself," I like being able to take phrases or words that are sort of untapped and find a way to write something meaningful and yet has a rebelliousness because really that's what Rock's all about: Talking 'bout my generation, you know.

Songfacts: You did the song with The Pretenders, with Chrissie Hynde, "I'll Stand By You." How did that one come about?

Billy: There's a guy named Jason Dauman. Jason lives in Beverly Hills and through the years he has done song plugging or setting up collaborations. Tom and I never had a publisher. We both published ourselves. Jason Dauman was somebody who, for a commission, was willing to provide some of the service that a publisher would do and he once said to me, "Who would you like to collaborate with?" and it was sort of an annoyance to me. I didn't take him all that seriously but almost facetiously I said, "Prince, Bob Dylan and Chrissie Hynde." I said those names because they were three of my favorite song writers and he sort of took it seriously. He went off and I just thought, "Well I got rid of him, didn't I." Then a little while later he called me up and he said, "Chrissie Hynde wants to write with you and Tom," and I thought, "Right." So anyway, I get a phone call and this woman said, "Billy, this is Chrissie Hynde," and I thought somebody was playing with me or something. I couldn't imagine it, but then in a minute it was quite clear that Chrissy was on the other end of the telephone. Chrissy is a very complicated person, a very no-nonsense person especially when she doesn't know you. She was a little intimidating on the phone. The butterflies in my stomach were fluttering so much I could barely speak because I love the Pretenders. She said she'd like to get together and write some songs with Tom and me, and I went, "Woo hoo!" Sure enough, she came to Los Angeles and she was so determined. She said, "I want to write a hit." Over a period of about two weeks Tom and I wrote a handful of songs with her.

The first one we wrote together was called "Love Colors Everything." Then we wrote "Night In My Veins" which was also a hit single, and we wrote one called "977" and one called "Hollywood Perfume" and we wrote "I'll Stand By You."

"I'll Stand By You," like the other hits that Tom and I wrote, started out as a lyric that I had in a notebook. Chrissie is a very, very strong song writer in her own right. When I showed her the lyric, she got out her pen and I was fascinated the way she would write in the notebook because she wouldn't write on the lines. I use a Mont Blanc fountain pen and I tend to write kind of neatly. She would just scribble across pages. Very few lines would fit on a page and they wouldn't stay on the line. I remember she would just take a pen and she would cross out any lines I had written that she didn't like, and usually the lines that she didn't like would be ones that were too tender. She would toughen up stuff I'd written. On "I'll Stand By You" she added lines and changed lines.

We wrote the song with Chrissy based on the piano and in fact Tom plays the piano on the record.

It would be hard to say that the song "Stand By Me" wasn't an influence on the song. I think the song owes a certain debt to that other song.

I remember when we wrote it I felt two things: I felt one, we had written a hit song and I felt two, a little sheepish that we had written something a little soft for The Pretenders. Whereas "Night In My Veins" really felt like a great Pretenders rocker, "I'll Stand By You" felt a little generic. I know that Chrissie felt that way too to some extent. I don't think she really entirely embraced it to begin with, but she certainly does now because when she plays it live, it's one of the songs that gets the strongest response. It's done really well for her and for us.

Songfacts: So you didn't have a specific person or event in mind when you wrote that?

Billy: Not that I can recall.

Songfacts: You also worked with the Wilson sisters, who are some other great songwriters.

Billy: On the song "Alone," we didn't work with Nancy and Ann. Even though it was released after "True Colors" and "Like a Virgin" it was written well before those songs. Tom Kelly and I were signed to Epic Records and we made one album under the name i-Ten. It was sort of made out to look like a group, but it was really just the two of us. We made this album and it was co-produced by Keith Olsen and Steve Lukather. I wasn't really happy with the way it turned out, but it did have some good songs on it. One of the songs on it was "Alone." The i-Ten album didn't do anything. The album was titled Taking A Cold Look. The album didn't do much although it has sort of a cult following in Europe. The most prominent song on it was 'Alone.' Tom and I recorded it for that record and just sort of set it aside when that record didn't succeed. In fact, all the songs on that i-Ten record had a slightly unpleasant association to me because the whole recording process was very unpleasant to me. I just put those songs in a drawer and forgot about them, but then Tom and I were having a good deal of success with "Like a Virgin" and "True Colors" and then we heard that Heart was looking for a power ballad and Tom said, "What about 'Alone'?" I winced and said, "Oh, I don't really want to look at that song." He said, "What do you mean? That's perfect." And I said, "Well, let me think. Specifically, I don't like the first line of the chorus,' and he said, 'Well let's re-write it." So we took the song out and sure enough it was relatively easy to do because we liked everything about the song except the first line of the chorus. The version on i-Ten, the lyric said, "I always fared well on my own." Both lyrically and melodically it felt very stiff and unappealing. So I did a minor change on the lyric and it said, "Til now, I always got by on my own," and Tom changed the melody in the first line of the chorus and he gave it much more movement and a slightly R&B feel. That really lifted the chorus and then all of a sudden I liked the song again. We made a new demo of the song very quickly and presented it to Ron Nevison who was producing Heart at that time and he loved it and they cut it. Tom and I were invited to the studio, at which time we met Ann and Nancy. Tom was invited to sing the high harmony parts on the record, which he did.

Songfacts: So when you wrote it originally there wasn't a specific subject in mind?

Billy: I think I had someone in mind for the lyric.

Roy Orbison was one of the biggest acts of the '60s, delivering searing emotion on songs like Crying and Only The Lonely. He enjoyed a career resurgence in the late '80s, but there was a time when Orbison was playing small venues and didn't have a record deal.

Songfacts: The song "I Drove All Night" has had quite a life.

Billy: That one's been very lucky for us because it's had three very significant covers: Cyndi Lauper, Roy Orbison and Celine Dion. I was living in the Coachella Valley and I did a lot of driving back and forth between Los Angeles and the desert and I think on one of those night drives I came up with the title "I Drove All Night." That song is another that I think has a really nice first line. It's kind of hard to hear because an odd word is in it, it says, "I had to escape, the city was sticky and cruel," and I thought that was a good first line.

Tom and I were huge Roy Orbison fans. Tom grew up in Indiana and I grew up in Palm Springs, California and we really are as different as night and day as people, but the one thing that we have always shared is that we always liked the same music when we were kids. We met when we were in our early thirties, but when we look back on our childhoods and which songs moved us, we both loved the Everly Brothers. We both loved Laura Nyro and Roy Orbison. We shared a lot in common in terms of what music inspired us. We had, like most song writers do, certain artists who would inspire our song-writing and one of those was Roy Orbison. When we wrote the song "I Drove All Night," we didn't entertain any fantasy even about Roy ever recording it. We just set out to write a song in the style of Roy Orbison. In fact, what I would refer to as the B section of the verse when it goes, "Taste your sweet kisses your arms open wide," that part that lifts into the chorus has a definite similarity to the Roy Orbison song "Running Scared." We had great fun writing that song because it felt like it authentically captured the spirit and the drama that Roy Orbison would inject into the great songs that he wrote. Songs like "Running Scared," "Crying" or "In Dreams."

We were very happy with the song and funny enough, the first person we submitted it to was a great singer from Texas, a guy with an amazing voice named Peter Kingsbery. Peter was the lead singer for a band called Cock Robin. Have you heard of them?

Songfacts: I've heard of them, but I can't tell you anything about them.

Billy: They were very successful in Europe. They had a song called "When Your Heart is Weak," they had another song called "Just Around the Corner." They had a song called "The Promise You Made." Tom and I heard them perform live, they were just blowing us away. At that time, they were managed by Jay Landers, who's been very prominent in Barbra Streisand's career. We heard Cock Robin play live and this guy Peter Kingsbery had this great voice very much like Roy Orbison, it's a powerful voice. We thought, "Wouldn't it be great if he would sing “I Drove All Night" so we invited him over to Tom's house where we had a studio. Peter was a good guy, a little bit arrogant. He heard the song and he liked it, but he said, "Well I'm a songwriter myself. Why would I record one your songs?" it was a nice meeting, but he didn't have any interest in recording our song. Right around that time I saw advertised in the L.A. Times that Roy Orbison was going to be performing in a club in Orange County. It was one of those supper clubs, might have been called The Hop. I think the club may have been owned by one of the Righteous Brothers. We went down there. When we walked in the place was jammed and most of the people there were middle-aged women. At that time Roy hadn't had a record on the charts in many years. He did not have a recording contract. I think many people would have thought he was retired or something. Roy hadn't been heard from in a long time. The band went up on stage, Roy was not in sight and there were a couple of background singers. The band starts playing and the girls start singing the intro to "Only the Lonely." I sort of braced myself. I said to myself, "His vocals on his records are so other-worldly and so unbelievable that there's no way the guy's going to walk in this club and sing those songs like he did on those records." Roy Orbison walks out and he sang "Only the Lonely" and he sang all his hits and if it's possible he sang them better than he did on his records. It was just unbelievable. It was one of the great moments in my life, just to be there in this small club and hear Roy sing one hit after another. When the show was over, Tom and I wandered outside and there was his trailer. Of course, we were hoping to meet Roy. We didn't, but we met somebody who I guess was Roy's manager at the time. We mentioned we had written a few hits and were Roy Orbison fans. Not much came out of that. Then for some reason I went into a studio called Record One in Sherman Oaks and Roy Orbison was in there recording. He was sitting in the lounge or something and I went up to him and I said, "A few months ago Tom and I heard you play at this club and you were so good." We kind of connected and somehow we arranged that he would come by Tom's house and do some work with us and that maybe we would write together. We had already written "I Drove All Night." We had a demo of it with Tom singing it. Tom and I walked out and were standing out in the street. We looked down the street and we saw in the distance a red Ferrari convertible coming up the street and we both knew that had to be Roy Orbison. He was driving slowly like someone would who was looking for a street number. As the car pulled up we saw a guy with big black sunglasses, black hair, and there on a residential street in Woodland Hills was Roy Orbison getting out of his red Ferrari to work with Tom and me. Working with Chrissie Hynde, The Bangles or The Divinyls is one thing because those are people of my generation, but Roy had been a childhood idol. Roy was somebody whose songs just changed my life when I was a kid, so to have him standing there as a peer, someone I was going to work with, my knees wanted to buckle. We walked into Tom's house and there was the idea that we could write something together and he just didn't seem to really want to start writing a song, so rather than write something we said, "Well, we've got a song that we think you could sing really well," and we played him "I Drove All Night." He said he liked it.

I should say too, he was an extremely humble man. We were just lavishing praise on him and telling him how we loved him and he just said in his Texas drawl, "I really like your work too." He made us feel comfortable. He didn't make you feel like you were in the presence of a legend or something. So we played him the song "I Drove All Night" and Tom played either piano or guitar and taught him the song. Roy stepped up to the microphone. We all had headphones on and Roy sang two takes of the song. Tom and I had written into that song a section that goes, "Uh-huh, yeah," and when Tom sang it on our demo we would laugh because Tom was blatantly trying to sound like Roy, and then when Roy did it Tom and I looked at each other and our eyes locked and it was like a moment that was just unbelievable because Roy did it like it was supposed to be done. It was unbelievable. Roy did those two takes of the song and I think I gave him some song lyrics and he took them with him with the idea that he might write something to them or that we could work on something in the future. So we had this demo of Roy Orbison singing "I Drove All Night," but Roy didn't have a recording contract at the time and Tom and I didn't have the wherewithal to do anything with Roy Orbison's version of the song. We couldn't sign him to a recording contract or promote him or anything at that point in time. We didn't know what to do with it.

By that time "True Colors" had been a big hit for Cyndi Lauper and she had expressed an interest in meeting us and in writing with us, so Tom and I flew to New York and we took with us the demo of "I Drove All Night" sung by Tom because we figured that she could sing it well. We went to New York and we wrote a couple of songs with Cyndi and we presented "I Drove All NIght" to her and she liked it and immediately went about recording it. Tom and I participated in demonstrating the song to a couple of musicians that she worked with. It came out on her record called A Night To Remember. It was her first single from that record and it was a Top 10 hit, I think it went to #6 on the charts. So we were quite pleased with that and life went on.

Roy Orbison got a recording contract with Virgin Records, Jeff Lynne was the producer and principal writer. He had a big hit with "You Got It" and I think Bono from U2 wrote a great song for him. And from afar we watched Roy's career come back and we were pleased for him but we didn't participate because all the great admirers of Roy had started to come out of the woodwork. People like Jeff Lynne, Bruce Springsteen and Bono. He didn't exactly need Steinberg/Kelly when he had people of that caliber wanting to work with him. So a number of years went by and Roy died. Tom and I took our demo of "I Drove All Night" to Jordan Harris, who was in A&R at Virgin. We got to know Jordan because we worked with The Divinyls who were signed to Virgin and we interacted with Jordan on the Divinyls record. So we said to Jordan, "Did you know Roy did a version of “I Drove All Night”?" And he said, "No, I had no idea." We played it for him and he said, "We want to make a record of the remaining masters that we have on Roy. We'd love to use that." Our demo had been a very rough 16 Track affair. We gave it to Jeff Lynne and Jeff rebuilt the track around the vocal that we had cut on Roy. That was very satisfying for us that it happened.

His version came out as a single in Europe and it was a really big hit in Europe. It wasn't here, I'm not sure they released it as a single here but, in England and in Europe, Roy's version is as least as well known as Cyndi's, if not better.

Then the third cover of the song, the Celine Dion. I heard that Celine was looking for a song and that she wanted to use it as a single and for a Chrysler commercial and I knew Celine because with Rick Nowels, I wrote a song called "Falling Into You" and that was the title track of a Celine Dion album. Rick and I had co-produced "Falling Into You." We won a Grammy for it. I knew Vito Luprano her A&R man in Montreal. I called Vito and I said, "I hear you're looking for a song," and he said, "We are." I said, "I think I've got just what you're looking for." So I Federal Expressed to him Roy Orbison's version of "I Drove All Night" and I figured, because Celine is a woman, that there might be a little more competition with the Cyndi version, plus I felt that Roy's version was truer to our original vision of the song and that Roy's huge voice would somehow appeal to Celine. Sure enough they loved it. Every song publisher in the country was competing to get that and we got it. It was really satisfying. So she recorded it with a Swedish record producer (Peer Astrom) and incorporated it into her Las Vegas show. It did very well also.

Songfacts: I cannot believe Roy Orbison just disappeared like that. That's amazing. Your song "In Your Room" - did I see that in a commercial?

Billy: Yes, Target.

Songfacts: Can you tell us about that one?

Billy: "In Your Room" is a song that we wrote with Susanna Hoffs in the same batch where we wrote "Eternal Flame." Right from the get go The Bangles were a retro '60s kind of band. They loved 60’s music, obscure groups like The Merry Go Round. There was a song by The Merry Go Round called "Live" and The Bangles used to do that. They liked everything from Petula Clark to The Beatles and all the sixties music they loved. So when we got together to write with Susanna it was right up our alley because of course Tom and I grew up in the sixties and that was what we loved. So we had that in common with Susanna. "In Your Room" I think if anything it's a bit like "Mony, Mony" the Tommy James song. Sort of a happy Pop song. I don't think Tom ever thought it was a very interesting song. Tom got to do his Beatles/Beach Boy type of background vocal and stuff on it. It's a cute song. It's kind of camp. I wouldn't say it's one of the songs I'm the most proud of but people like it, it's cute.

Songfacts: Another one of your lighter, happier songs you did for Whitney Houston, "So Emotional."

Billy: That has a story behind it.

Songfacts: OK.

Billy: A lot of songwriters get together and the first question they ask each other is, "Who do you want to write for." Tom and I had never done that because I find it restricting and we both like to write a song for the song's sake and not try to aim at a particular recording artist. In the case of "So Emotional," Tom and I had a regular dialogue with Clive Davis and he advised us that he was looking for an up tempo song for Whitney Houston, so we really tried to write for that. We were both big fans of Prince. If you were to hear the demo of "So Emotional" you would hear that it sounds quite a bit like Prince. We did the demo and Clive really loved it. He presented it to Narada Michael Walden to produce. He changed it completely from the sound of our demo. I don't think anyone would ever hear Whitney's version of the song and hear anything Prince-like about the production.

I think the great thing about that song is the pre-chorus and the chorus are just extremely well written melodically and lyrically in terms of being a great pop song. It's the lyric, "I remember the way that we touched, I wish I didn't like it so much. I get so emotional, every time I think of you. I get so emotional, ain't it shocking what love can do." It just really soars, it's a successful pop song. I don't think it's as revolutionary a song as "Like A Virgin" or as meaningful a song as "True Colors," but it's a strong Pop song.

Songfacts: That's all I have for specific songs. Can you speak a bit on songwriting in general?

Billy: You have to be fearless and you have to be willing to break from convention and write something. The best songs I've written have been, if I'm proud of them in any way it's because they have a lot of originality. Songs like "True Colors," "Like a Virgin," "I Drove All Night" I think they're strong, they're original. At the same time, because Tom and I love certain music so much, it shows beneath the surface. You can see what music we loved and what inspired us but I think sometimes that today people are working too much on the track and not on the song. Today songwriters almost have to be song producers and a lot of times people are creating very effective tracks and then are writing their song to those tracks and the art of song writing gets lost a little in that method.

    About the Author:

    Carl WiserCarl was a disc jockey in Hartford, Connecticut when he founded Songfacts as a way to tell the stories behind the songs. You can also find him on Rock's Backpages.More from Carl Wiser
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Comments: 4

Just love Mr Steinberg's songs! The best of the best! Great talent and very handsome.Natasha And Georgina from Netherlands
When Billy finally retires and lounges by the poolside, with good luck the jukebox will be playing a string of his songs.Majsteri Rantaluola from Tampere, Finland
Billy, you are a lyrical genius. These are awesome songs you helped write and some will go down as the greatest ballads in history, if they aren't already. Alone and Eternal Flame are my favorites. Just awesome!!!!Steve Pinterich
A true artist - Billy has learned to trust his subconscious connection to the cosmos and filter it through his encyclopedic knowledge and love of the great songs of our time. A textbook example of how creative genius works in any field from physics and architecture to dance and pop songs - WOW!Mr. Gasoline from Redwood City, Ca

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