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."