Songfacts®:

• Toto guitarist Steve Lukather wrote this with Randy Goodrum, a popular Nashville songwriter who co-wrote "Oh Sherrie" and "If She Would Have Been Faithful..."
  
  According to Goodrum, they came up with this after being asked to write a song for Julio Iglesias. He told us: "Neither one of us were fans of Julio Iglesias at all. And we could not imagine writing something… we thought we would offend both of our muses and they would never come back. We weren't snobs, it just wasn't us. We said, 'Look, we're going to be writing today. We'll keep that in mind.' So we sat down and we tried to think of something kind of Julio-ish. Steve was messing around with piano, and I was sitting over there with a note pad, and maybe in a petulant way, just purposely wrote this non-Julio lyric. And right away we started messing with it. I played Luke the lyrics that I had, (singing) 'Some people live their dreams...' And he just was floored. And he said, 'We gotta stay with this.' I said, 'Well, you realize we have left Julio land, we are no longer writing a song for Julio.' He said, 'No, that's okay.' So we went on and we wrote what ended up being 'I'll Be Over You.'
  
  I went ahead and made a demo. I was a big fan of Jeff Porcaro's and all the guys in Toto, so I programmed the drums to sound as if Jeff played them. Luke sang the deal, I finished it up, and we didn't even pitch it. Luke was at David Paich's studio doing rehearsals with Toto at that time, and David Paich and I both had a particular kind of hybrid Yamaha NS10 speaker. It has a different crossover and they had different cabinets, so I wasn't sure how my stuff was sounding studio to studio. So I said, 'Do me a favor, take a rough mix here, and on your break can you go into David's, because he's got the same monitors, and tell me how the demo sounds in there?' So then apparently one of the Toto guys, either David or Jeff Porcaro, ran in and said, 'Hey, what is that? We need to cut that.' And Luke says, 'Well, Randy's not in the band.' He said, 'That's okay. That's all right.' He called me back, and I was almost apologetic about it. I said, 'Hey, wait a minute, I'm not in the band, you guys don't need outside writers.' And then I thought, Well, okay."
• This song is notable for its cold vocal intro, which is rare in a hit pop song. Says Goodrum, "Apparently Jeff (Porcaro) had the demo in his earphones, and I think he put the drums down listening to the demo, and then they built it around that, which is interesting, because in the demo there are two bars out front of the drum pattern: (singing) 'tum tum ta ta ta ta, some people…' And so if he was using that as a count-in there wouldn't be a way to play an intro. So that may be why there's a cold start on the record. Even though I think the cold start is one of the coolest things about the Toto record." (Read more in our interview with Randy Goodrum.)
• Goodrum and Lukather wrote several more songs for Toto, including "Anna," "Melanie," "No Love" and "One Road." Goodrum also played keyboards on Lukather's 2008 solo album Ever Changing Times. Says Goodrum: "Steve Lukather continues to be one of my favorite all time co-writers. He's the kind of guy that can sit down at the keyboard or guitar and lyrics just come flying out of my head. There aren't many people like that, but he's one of them."
• Michael McDonald sang backup on this track and appears in the video. His group, The Doobie Brothers, was on hiatus at the time.
• The video was directed by Nick Morris, who often used helicopters in his shoots (like Europe's "The Final Countdown" and Cinderella's "Don't Know What You Got (Till It's Gone)"). For this one, he planned to shoot Toto on the roof of what was then the Bekins building, a Hollywood landmark. The morning of the shoot, there was a problem with the logistics so they had to send everyone home until they could find another building. They ended up using another building at another location in Los Angeles, and by the time the got to filming, they only got a few hours in until it started to rain. This made a great image for the video, but there isn't much Toto-in-the-rain footage because Steve Lukather didn't want his guitars getting wet. When Morris suggested he use a cheap replica guitar, Lukather refused, knowing some fans would know the difference.
• There are hints of a storyline in the video, with actors portraying a couple outside of the building that is shown on the Fahrenheit album cover. In the initial edit, this story was played out, but when Nick Morris sent it to Toto, they had him wipe out all but a few shots of it, keeping the focus instead on the band performing the song on the roof.