David Foster wrote and produced the song with Jay Graydon and Randy Goodrum. Graydon also collaborated with Foster on Earth, Wind & Fire's "After The Love Has Gone
" and Dionne Warwick's "Friends In Love." Foster and Goodrum co-wrote Chicago's "If She Would Have Been Faithful...
" and Anne Murray's "You Needed Me
." Graydon tells the story: "David and I were writing songs for a movie called The Woman In Red
for Gene Wilder. We demoed three songs, but they were demoed almost like a Muzak style, with just the drum machine and piano and synth bass, because we had to quickly get them to Wilder. Now, we weren't locked into anything, we were just demoing these up. We wrote 'em quick and demoed 'em up. And one of them was 'Who's Holding Donna Now?' Wilder passed on all of it, and Stevie Wonder got the gig (with I Just Called To Say I Love You
). I was playing the 'Who's Holding Donna Now?' track for two guys that were producing Jack Wagner, and El Debarge walked in, who I was producing at the time. He listened to that melody, and he said, 'I want to record that song.' I dropped off the tape for Randy, and he came up with a great lyric." (read more in our interview with Jay Graydon