Songfacts®:

• One of the great unrequited love songs, "To Be With You" has a true story behind it. Mr. Big lead singer Eric Martin wrote the song when he was still a teenager - 16 or 17 in his estimation. The girl was Patricia Reynolds, and he had it bad for her.
  
  "We were really, really good friends," Martin said in a Songfacts interview. "I was totally enamored with this woman. She was beautiful. Smart. I mean, brains, beauty, break down the walls, made me crawl on my belly like a reptile!
  
  I just loved this woman, but she just wanted to be my friend. She'd have tons of boyfriends, and maybe she misconstrued promiscuity for love. But I wanted to be the knight in shining armor. That's what I was, a knight in shining armor. But basically, I didn't get my feet wet. I wrote it about how I would have done anything to just be more than a friend and a confidante."
• By the time he put this song together, Eric Martin knew that he and Patricia were not to be. He had a different motivation by this point. "I wrote it mainly to impress my sister's girlfriends," he said.
• This song has very spare instrumentation, mainly just a bass drum, acoustic guitar and hand claps. This is a key component of the song, as it accentuates the heart-rending lyrics.
  
  Eric Martin completed the song with David Grahame, a songwriter his publisher teamed him up with. Grahame was in the Beatlemania show - he played Paul McCartney. The cassette demo Martin had made of "To Be With You" was in the folk vein; when Grahame heard it, he thought of the Beatles song "Give Peace A Chance," which uses a spare, improvised percussion and group chorus. He suggested they do something similar with "To Be With You," and it worked, giving the song a distinct sound that draws out the story.
• Mr. Big is not a one-hit-wonder (the follow-up "Just Take My Heart" hit #16), but this is far and away their most popular song, and the only one to get enduring airplay. It's also not typical of their sound, which leans toward harder rock (check out "Daddy, Brother, Lover, Little Boy (The Electric Drill Song)" to hear the contrast). When "To Be With You" saturated the airwaves, their audience shifted, with a lot more girls coming to their shows. This turned off some of their hard-core fans, but Eric Martin still holds the song in highest regard.
  
  "I love the vocal, I love the production of the song, I love singing it every night," he told us. "I've never felt like it was a curse at all. Because 'To Be With You' is on the lead-in to an album, and the album is like a smorgasbord of musical ideas and it's tons of variation on that record."
• Lean Into It was Mr. Big's second album. Their first, self-titled album was released in 1989 and had a modest impact in both America and Japan. When "To Be With You" was issued, it quickly became a massive global hit, going to #1 in at least 12 countries, including America, Australia and Canada. Mr. Big fell off in popularity in ensuing years, but remained very popular in Japan, Indonesia, Korea and South America. In 2011, the band played their 100th show in Japan.
• The music video did very well on MTV, which at the time still devoted most of their programing to videos. It was directed by Nancy Bennett, who also did the Led Zeppelin tribute video Encomium and worked on the TV series NewNowNext Music.
• This wasn't the first single from the album - a song called "Green-Tinted Sixties Mind" was. "To Be With You" was only issued as a single after radio stations started playing it from the album.
• The song was placed last on the album. "We didn't think of it as a hit," Mr. Big bass player Billy Sheehan told Songfacts. "We just loved the song. So when we did it, we put it last on the record, thinking, 'The record's over, the credits are running, this will be the final goodbye by the campfire at the end of the record. Everybody roast your marshmallows and sing along.'"
• According to Billy Sheehan, who is one of the top technical bass players in rock, this is one of the hardest songs to play. "A song like that is challenging because it's sparse and you're under the microscope," he told us. "Every note counts. It's a challenging piece of music to play right and do it consistently."