Songfacts®:

• This song was originally recorded by the band Spider, which featured future David Letterman Show band member Anton Fig on drums and Holly Knight on keyboards. The song was written by Knight, who went on to co-write many hits, including "The Best," (Tina Turner) "Rag Doll" (Aerosmith) and "Obsession" (Animotion).
  
  The song first appeared on Spider's second (and last) album, Between The Lines, which was released in 1981 on Mike Chapman's Dreamland Records. Knight told Songfacts the story behind "Change": "I was thinking how important it was to keep things real when success starting happening for us. I had seen several musicians let the fame and success go to their head and I thought that all those things shouldn't really change a person because what's inside of you should remain the same. I think I've lived my life by that notion."
• This song was pitched to John Waite, who released it as the first single from his 1982 debut solo album, Ignition. Waite recorded the song because he liked the message, it fit his sound, and he thought it had lots of hit potential. Waite was going through a huge transformation at the time: his band The Babys had broken up and he had gotten married. Work on his solo album took him to New York City, where he was away from his wife and his home as he navigated the record industry as a solo act. It was rough waters, as the album - and this single - underperformed (Ignition peaked at #68 in the US and didn't chart at all in the UK). Waite blamed his record company, Chrysalis, for failing to promote the song, and extricated himself from his contract to sign with EMI for his next album. He was vindicated when that next album, No Brakes, produced the hit "Missing You," while "Change" became a fan favorite and found a home on many radio stations' playlists.
• This didn't chart when Waite first released the song, but when it was used in the movie Vision Quest, it was re-released and made #54 in America. The soundtrack also featured the #1 Madonna hit "Crazy For You."
• The Spider album where this song first appeared contains another song that would also become a hit for another artist: "Better Be Good To Me," which was later a hit for Tina Turner. Holly Knight also wrote that one, this time with help from Spider's producer Mike Chapman.
• John Waite changed a few of the verse lyrics from the original version of the song and slowed down the tempo a bit. Holly Knight, who wrote the song, told Songfacts: "I have to say that I much prefer John's version. It's much more guitar driven and I love his vocals."
• Neil Giraldo, who is Pat Benatar's guitarist, husband and producer, produced this track. Little did he know that the woman who wrote it would provide his wife's most popular song: the next year, Benatar recorded "Love Is A Battlefield," which was also written by Holly Knight.
  
  There's another Knight hit-recipient on "Change" as well: Patty Smyth did the backup vocals on the track. With her band Scandal, Smyth had a hit with Knight's song "The Warrior" in 1984. Says Knight: "That's six degrees of separation working it's magic right there."
• Waite made a video for this song, which was directed by Kort Falkenberg III, who also did Billy Idol's "Hot In the City" clip and Waite's "Missing You." MTV had been on the air for less than a year when the video showed up in their offices. They were craving videos from American Rock musicians, as that's how they envisioned their format, but these were very hard to come by at the time. Waite is British, but he sounds American and the video was very USA - it was shot in Los Angeles with a California model/actress as the female lead. In our interview with John Waite, he said: "'Change' was a brilliant video. Way ahead of its time. We were getting like 10 spins a day on MTV because nobody was making videos. And we'd gone in and made a work of art, really."
• The video follows a woman whose star has fallen and is trapped in a cycle of bad decisions. Lines of cocaine (actually powered sugar) appear on a mirror over the lyrics, "Look in the mirror and see how you've been taken." MTV had a problem with this, but the clip's director Kort Falkenberg III called them to explain that the video is actually anti-drug, as Waite is seen knocking over the cocaine-laden mirror and the woman meets her demise in the end when she jumps off the building.
  
  The woman in the video is Tina Gullickson, who joined Jimmy Buffett's Coral Reefer Band as a backup singer in 1995.