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Look Of Love Disc 3
Links for "The Look Of Love" Box Set

Let The Music Play:

75 Magic Moments

Disc 3:

The Look Of Love - Dusty Springfield
(Burt Bacharach/Hal David)
Conducted by Burt Bacharach
Produced by Phil Ramone
From the original motion picture soundtrack album Casino Royale, Colgems #5005, (4/67) * LPs #22
Later re-record issued as Philips single #40465 (7/67) * Pop #22

Bacharach started in on the massive job of creating the music for Casino Royale -- a task requiring hours upon hours of screening for inspiration. One scene in particular seemed to demand close scrutiny. "Something like 'The Look Of Love' could never have been written without you looking over and over at the scene with Ursula Andress," Bacharach told the St. Petersburg Times. "That is a very sexual theme, more than a love song."

Thank you, Ursula. The world is a better place today (and perhaps a more populous one) because of the way "The Look Of Love" came out. It's one of Burt's most essential songs -- a classic tune that would've fit oh-so-nicely on those soft and sexy Stan Getz/Antonio Carlos Jobim records of the early '60s.

Burt decided Dusty Springfield had the right voice for the song. He was excited to get a chance to work with the singer; despite her stellar track record of Bacharach covers, the two had never worked together in a studio directly. Yet the pairing was a potential disaster, as both Burt and Dusty were known to be unrelenting perfectionists.

"Dusty was shy and reserved," remembers the song's producer, Phil Ramone, "yet she had this magical voice, and Burt could just bring things from her." Although the songwriter was delighted with how the song was sounding, Dusty herself seemed frustrated, insisting on listening to the playback over and over again in the control room -- by herself. Whatever her doubts may have been, Dusty is astonishing: soft, breathy, sexy beyond belief. Her voice sounds, at times, like a horn, while the Burt-led little jazz combo plays behind her in slow, heavy-lidded ecstasy.

The song was initially released on the Casino Royale LP. The version that's better known to listeners is actually a rerecording of the song by Dusty, with her regular producer, Johnny Franz. Apparently, Philips, her label at the time, didn't think the song was hit material; it was released only as the flip side of a song called "Give Me Time." The single, once flipped, got into the Top 40, although Sergio Mendes & Brasil '66's A&M version was a much bigger hit, reaching #4 in 1968.

Do You Know The Way To San Jose
- Dionne Warwick
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12216 (4/68) * Pop #10, R&B #23

"Do You Know The Way To San Jose" rushes delightfully from beginning to end, with an almost-Motown-ish bass line by session player Lou Mauro and drummer Gary Chester's overturned snare. It's tighter and funkier than your average Bacharach song; engineer Eddie Smith remembers the session as the first time he had ever been asked to closely mic the bass drum.

The song contains a theme close to its lyricist's heart, one also heard in "Message To Martha." It's the timeless tale of the starry-eyed showbiz newcomer who comes to the big city, and goes . . . nowhere. "It's so easy to be seduced by our business," says Hal David. "If it doesn't work for you, it's pretty hard to leave, because it's such a seductive life. Always around the corner there's that dream that the next song is gonna work, the next part is gonna work. And people's lives get ruined when they follow that dream and it doesn't work."

As the strings make their heartbreaking drop, the middle part's lyric reveals the song's heart: "L.A. is a great big freeway/Put a hundred down and buy a car/In a week, maybe two, they'll make you a star/Weeks turn into years, How quick they pass/And all the stars that never were/Are parking cars and pumping gas."24

"I didn't want to record the song," admits Dionne Warwick. "I thought it's a silly song. I didn't understand what 'whoa-whoa-whoa-whoa' meant. And I knew nothing about San Jose. Apparently Hal David was stationed there during his term in the navy.

"I must say that when I had the occasion to visit San Jose, I literally fell in love with it. It's a beautiful little city. I was made an honorary citizen. I'm accused of putting it on the map and over-populating it," she laughs. "But [the song] grows on you. Now I have some fun with it. I just cried all the way to the bank!"

This Guy's In Love With You - Herb Alpert
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach
Produced by Herb Alpert & Jerry Moss
A&M single #929 (5/68) * Pop #1

First there's the electric piano, playing those wonderfully crunchy Bacharach chords, and then Herb wanders in. You could just picture the sweater thrown over his shoulder. And hearts melted instantly across the land in the summer of '68.

What is it about this song? What is it that still seems to make listeners swoon -- 30 years after it was first released? Herb did not possess the greatest of voices. But somehow the sound, the feel, the accent . . . works. Herb gives much of the hit song's credit to the vibe its composer gave that day at Goldstar Studios. "As soon as we got into the studio and Burt started conducting the orchestra, and he was at the piano, the whole room came alive," said the singer in a radio interview at the time. "It was a completely different feeling, it was a feeling of Burt Bacharach, which is so unique. It was not only one person playing the piano, it was transmitted across the room. He's truly a musician who is captivating."

The song made its debut in the spring of 1968 on a Herb Alpert TV special. The show had opened with the singer on a California beach at sunset, dreamily crooning the song to his wife. It was an image -- and sound -- that proved irresistible for millions of record buyers. The lazy-tempoed and indulgently romantic "This Guy's In Love With You" was the record of the summer of 1968, and it wasn't about to be denied. It was surprisingly also the first time that either Herb Alpert or Bacharach/David reached the #1 spot on the pop chart.

Knowing When To Leave - Jill O'Hara
(Burt Bacharach/Hal David)
Orchestrations by Jonathan Tunick * Musical Direction by Harold Wheeler
Produced by Henry Jerome * Associate Producer: Phil Ramone
From the original Broadway cast album Promises, Promises, United Artists #9902 (12/68)

In 1968 when Broadway producer David Merrick asked Neil Simon to write a musical, it was somewhat surprising that the playwright suggested a remake of the 1960 Academy Award-winning comedy The Apartment.

But what wasn't surprising was who Neil Simon wanted to compose the music for the show, Promises, Promises. "Working with Neil Simon was just ideal," Hal David says. "He's just so wonderful. It was fun right from the beginning."

"Knowing When To Leave" is a wonderful turbulent call to arms by the show's female lead, Jill O'Hara. Somewhat reminiscent of "Don't Make Me Over," its defiance is tempered with just a bit of vulnerability. It's a mouthful to sing, but Jill does a great, gritty job. It's worthy to note that this song, like all the songs from the show, was not arranged by Burt, but by Jonathan Tunick (who would later go on to great success with Steven Sondheim). Although Jonathan did a good job with a tough score, notice how much more natural and smooth Burt and Dionne's version of the song sounds.

"As musicals go, it couldn't have been easier," Burt remembers. "The financing, getting it done, getting it in the theater -- it just went with lightning speed." But Burt, who had perfected the use of the recording studio as a means of getting his songs just right, soon found the Broadway stage virtually a place of anarchy.

"If you're doing a musical, it's going to change every night," warns Burt. "The conductors are going to change, the tempos are going to be faster, you're going to have subs in the band. If you do something in film, or if you do something on record, then it's there. It doesn't get changed every night. So, that's what I prefer to do."

Promises, Promises - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12231 (10/68) * Pop #19, R&B #47

As opening night for Promises, Promises approached, its composer fretted that Broadway reviewers would get their first and only chance to judge his score during a single performance of the show. In the 1985 book Notes On Broadway, Burt said, "I thought it would be great if the music came out a couple of months before, on a record or cassette, so they would have some familiarity with the work."

That may have been his motivation in sending Dionne Warwick into the studio to record "Promises, Promises" -- a frantically paced mouthful of a song that somehow managed to make it into the Top 20.

Hal David: "It was a more difficult melody than some of the others, but not so hard that I would call it 'hard.' It just required a little more dexterity."

Dionne, who nails the song with unquestionable confidence and glee, calls it "the most expensive demo I've ever done. It was a song that the cast of the show didn't have a clue as to how to get into or out of. In fact, Jerry Orbach asked me, 'How the hell do you sing this thing?' They were at the recording session, and they were given copies of the song so that they could learn it."

"You take a song like 'Promises, Promises,'" says Burt. "With Dionne, she just kinda floated through it. Other singers would just hate the song or say, 'I can't do it.' They're in distress most of the way. [In] looking at that song, if I had to do it again, I wouldn't make it that difficult."

Burt needn't have fretted so much about Promises, Promises. The show opened on December 1, 1968, and it was a big hit – running well into 1971.

Pacific Coast Highway - Burt Bacharach
(Burt Bacharach)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Phil Ramone
A&M single #1064 (5/69)
Also appeared on the album Make It Easy On Yourself, A&M #4188 (6/69)

It's easy to imagine a tanned, windblown Burt Bacharach driving a convertible, the waves pounding somewhere below, with the wistful melody of "Pacific Coast Highway" stuck in his head. This quirky instrumental, an album track from Burt's Make It Easy On Yourself LP, sounds carefree, Californian, blissed-out -- which sounds like the state of mind the songwriter wanted to be in in the months following the opening of Promises, Promises.

Burt remembers being exhausted after the constant work and worry and pressure of opening a Broadway show. "I had to go to the theater every night, and I was looking forward to its end. Get it open in New York, get the cast album done, and then let me get to Palm Springs and hang it for a while."

Raindrops Keep Fallin' On My Head - B.J. Thomas
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12265 (10/69) * Pop #1
Also appeared on the motion picture soundtrack album Butch Cassidy And The Sundance Kid, A&M #4227 (11/69) * LPs #16

As he did with the Ursula Andress scene in Casino Royale, Burt Bacharach looked again and again at footage from the new movie he was assigned to score -- George Roy Hill's Butch Cassidy And The Sundance Kid. George knew he wanted something for the scene in which Paul Newman and Katherine Ross take their wobbly bicycle ride -- he just didn't know what. Burt told the St. Petersburg Times: "It was a lyrical idea I had, which is not the way I usually work. But whatever other lyrics came out, nothing seemed to go better with that melody than 'Raindrops keep falling on my head.'25 It was a pretty strong connotation to what's going on in the movie with these guys at that time."

Burt had to talk the reluctant director into using the song for the scene; once he got the OK, they had to scramble to find a singer. Steve Tyrell, the Scepter A&R executive who had discovered (and grew up with) Texas vocalist B.J. Thomas, picks up the story: "They offered it to Ray Stevens. And you'd think Ray Stevens would have jumped on a Burt Bacharach song. But he passed on it. They had nobody to sing it. So we suggested B.J. Burt said OK, really out of necessity.

"B.J. came out to California, and he was very nervous and very scared. He stayed up all night before the session. If you ever listen to 'Raindrops' in the movie, B.J.'s a little hoarse. And I thought Burt was going to kill me."

Two weeks later Burt rerecorded the song at New York's A&R Studios with Phil Ramone, his regular rhythm section, and a chastened B.J. Thomas. Paul Griffin was at the tack piano, Elyse Brittan headed up the background singers, and Burt (with a towel draped around his shoulders) alternated between conducting the musicians and playing an electric piano at the breaks. The musicians worked very hard to get that relaxed feel.

The song couldn't have been much of a bigger hit. It stayed at the top of the charts for four weeks and won the Oscar® in 1969 for Best Original Song; it's still one of those tunes that everyone seems to know.

"Mainly everything else was Flower Power, the protest songs, people were taking acid, and we were like, 'Raindrops Keep Fallin' On My Head,' right?" laughs Tyrell. "But that song was a monster."

Odds And Ends - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12256 (7/69) * Pop #43

"Odds And Ends" is "a typical Bacharach/David song," says Dionne Warwick. "It just lopes along and tells a story about unrequited love." Well, yes, but there's a bit more to it than that. The song could almost serve as Act Two of the Office Girl's saga from "I Say A Little Prayer." Girl gets Boy, Girl moves in with Boy, Girl discovers empty apartment with half-filled cup of coffee!

The lyric is a wonderful encapsulation of the flotsam and jetsam of a lost love affair -- one only imaginable by the late 1960s. The Girl didn't even get a chance to cry, as the Boy had already left the building. "People were living together, having babies together, doing whatever they want together," Dionne says. "So that makes it quite apropos and quite timely." (Man, did the suburban pleasures of "Magic Moments" seem distant.)

It's got that happily swinging jazz-combo sound, with the string section soft in the background, much in the spirit of Jackie DeShannon's "So Long Johnny." And Dionne is at her conversational best on this (deceptively) easy-going tune. However, there are two questions about "Odds And Ends" that remain: Why does she sound so darn upbeat about being jilted? And why wasn't this song a bigger hit?

Everybody's Out Of Town - B.J. Thomas
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12277 (3/70) * Pop #26

As the follow-up release to "Raindrops Keep Fallin' On My Head," the Bacharach & David team returned to a jaunty, old-timey sound -- with banjos, tubas, and comically slippery horn lines (including the wooziest trombone hook since "Tower Of Strength"). B.J. Thomas winningly pulls off the soft-sell social message of "Everybody's Out Of Town," sounding not unlike Burt Bacharach himself.

"B.J was young, and he was very pliable," says Phil Ramone. "Burt had a way in which his songs had to be delivered. And B.J. learned them that way. I don't know if B.J. would've sung 'Everybody's Out Of Town' the way he did -- he obviously phrased things differently later. But Burt had a way in which songs were structured, that's why they were notated that way. He certainly worked closely with every vocalist that I was ever in the studio with, from Dusty Springfield to anyone else we ever produced."

I'll Never Fall In Love Again - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach & Larry Wilcox
Produced by Burt Bacharach & Hal David
Scepter single #12273 (12/69) * Pop #6, R&B #17

In the fall of 1968 Promises, Promises was having its tryout run in Boston. Hal David was having a grand time: "I loved working on that. Loved it. It was fun right from the start." But his songwriting partner wasn't having nearly as much fun. "I caught pneumonia when the show was in Boston," says Burt, "and there's no time to get sick with an incoming Broadway show. I was in the hospital for a week." Meanwhile, the show's producers decided the ending of the play needed reworking. Quickly. While Burt recuperated, an inspired Hal wrote a timely lyric, featuring one of his best-remembered rhymes ("What do you get when you fall in love?/You get enough germs to catch pneumonia/Then when you do they never phone ya"26). The day a woozy Burt came out of the hospital, he finished the tune for the new lyric; it was in the show for the next performance.

"I was trying to find something with a little bite in it," says Hal. He succeeded. The song, as performed onstage by Jerry Orbach and an acoustic-guitar strumming Jill O'Hara, is economical, bittersweet, and beautiful. It sums up the borderline-cynical story, contradicts itself, and swiftly lodges within your head. Presumably, Boston audiences approved, so the song stayed in the show.

A few months later, Ella Fitzgerald recorded a cover of "I'll Never Fall In Love Again," which almost became a hit. "I swear I wish she had that hit," says Dionne. "I was asked to record it, and I kind of backed away from it at that point, because of Ella's version. I mean, Dionne Warwick is going to cover Ella Fitzgerald? I don't think so. But once it dropped off of the charts, I made the decision it would be OK to record."

Like "Raindrops," "I'll Never Fall In Love Again" is the kind of song your parents can love. The tempo is perfect, the sound is relaxed, the soft-rock footing of the song and its musicians is secure beyond belief. Listen especially for the acoustic guitar lines, and for Burt's lovely piano notes gracing the fade-out.

(They Long To Be) Close To You - Carpenters
(Burt Bacharach/Hal David)
Arranged by Richard Carpenter
Produced by Jack Daugherty
A&M single #1183 (6/70) * Pop #1

"'(They Long To Be) Close To You' is one of the few exceptions where I believe Burt wasn't exactly on his game as far as the arrangement being up to the potential of the song," Richard Carpenter said on the BBC-TV documentary This Is Now, "and thankfully he wasn't -- because it worked out so beautifully for Karen and me."

It was originally recorded by Richard Chamberlain in 1963, but Dr. Kildare was not, alas, the right man for the job. Dionne Warwick also recorded "(They Long To Be) Close To You" on her Make Way For Dionne Warwick LP; that was the version Herb Alpert first heard, after he had asked Hal David if there were any undiscovered Bacharach/David gems that could be "pulled out of the drawer." But Herb felt he would have a difficult time pulling off the sprinkling-moon-dust-in-your-hair bit and put the song aside.

Meanwhile, in early 1970, the Carpenters -- A&M's squeaky-clean new duo, still looking for their first hit -- were working up a medley of lesser-known Burt Bacharach tunes for a February 1970 L.A. charity function Burt was hosting. Herb recommended "Close To You"; Richard Carpenter, not really hot on the song, excluded it from the medley, hoping his boss wouldn't notice. But it soon became apparent that what Herb really wanted was for the duo to record the song. He gave them carte blanche on the production, just as long as they included two little twinkly piano glissandos at the end of each verse.

After three attempts in the studio (in which Karen's drumming was eventually replaced by Hal Blaine's), they mastered the song -- Chuck Findley's doubled trumpet adding the perfect Bacharach touch. Richard thought "Close To You" so sugary, it would either go straight to the top -- or disappear instantly.

Well, it didn't disappear; listening to it after all these years, how could it? The creamy A&M sound had become home for Burt Bacharach, and "Close To You" was a marvel of pure, easy-going, summery-sounding Carpenters-ness. With Richard's pure pop piano and Karen's pure gold voice, it all sounded so clear, so gentle, so perfect. It was great anyway you heard it – but especially coming through an AM car radio on a sunny day with the windows down.

Paper Mache - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12285 (6/70) * Pop #43

"Paper Mache," a precious marimba-driven and soft-spoken swipe at the values of consumer society, may have come as a surprise to the kinds of people who bought Dionne Warwick records. "There's a sale on Happiness/You buy two and it costs less,"27 sang Dionne sweetly. This sort of social commentary wasn't unusual for the time, but Bacharach & David were now speaking directly to their suburban audience with a political message. Whether that audience was listening is another matter. (Like "The Windows Of The World," Burt had worried he had made the song too soft-spoken.)

One Less Bell To Answer
- The 5th Dimension
(Burt Bacharach/Hal David)
Arranged by Bob Alcivar, Bill Holman & Bones Howe
Produced by Bones Howe
Bell single #940 (10/70) * Pop #2, R&B #4

"One Less Bell To Answer" was written by Burt and Hal in England in 1967 and was recorded initially for an album by Keely Smith, Louis Prima's ex-partner. That same year, a new L.A. vocal quintet named The 5th Dimension had gotten off to a great start with an unbeatable production team. It featured legendary producer Bones Howe, the musicians of the "Wrecking Crew" (the cream of the crop of L.A. studio musicians), and the timeless songs of one Jimmy Webb. But by the end of 1969, Jimmy was on to other projects, and the hits weren't coming as frequently for The 5th Dimension as they once were. It seems natural that the group would turn to Burt and Hal's catalogue at some point, and they wisely chose the relatively unknown "One Less Bell To Answer." It's dreamily produced, in the unbeatable Burt/A&M style, with the Wrecking Crew laying out a smoldering beat, with a perfectly torchy lead vocal by Marilyn McCoo.

Burt Bacharach now seemed to be reaching unparalleled heights of fame for a songwriter. In 1970 he was on the cover of Newsweek, he was all over the TV dial with his own specials, artists were clamoring to record his songs, and he was selling out live appearances around the world. Yet it's worth noting that "One Less Bell To Answer" was written in 1967 and that "Close To You" dated back to 1963. Almost unnoticeably, the Bacharach/David era was drawing to a close.

Check Out Time - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
From the album Very Dionne, Scepter #587 (11/70) * LPs #37

Despite their reputation as old-fashioned, TV-friendly, establishment kinda guys, Burt Bacharach and Hal David were making music that spoke to their audience in a timely, honest manner. Some of their most notable songs from this period had less to do with the abstract tragedies of unrequited love and more to do with the terrifying loneliness of life in the modern world.

"Check Out Time" is a criminally overlooked but successful attempt at making truly adult, serious, thought-provoking pop music. It features a startling lyric, about a woman stealing away from a loveless relationship. She's found herself at a hotel, and she's desperate; check out time, she's told, is at three, and she has no idea where she'll end up.

The song is one of the biggest-sounding Bacharach/David productions ever, with Gary Chester's amazing cymbal washes, a grand chorus, and two slightly out-of-sync pianos. It's an astonishing piece of work, with ambitious, dynamic shifts and an incredibly sad melody. "We were just a little ahead of the game," David says.

Yet its singer didn't really like it. "I never cared for that song," says Dionne. "I thought it just didn't fit my personality.

It wasn't someone that I couldn't identify with. But when songs are written expressly for you, and you know nobody else can sing them, and the affinity that I have for both of those men . . . well, you go in and you give the best performance that you can."

Hasbrook Heights - Burt Bacharach
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Phil Ramone
From the album Burt Bacharach, A&M #3501 (5/71)

"If you ever get out to Hasbrook Heights," sings Burt slyly, "and you're dying to see some sights/Don't be lonely/Just phone me/I'll come and get you/I'll show you a good time . . . "28 A rare and somewhat quirky invite from the man himself!
Burt's solo albums mainly consist of instrumental re-creations of his hits, and yet each album contains a breezy original gem or two -- like "Hasbrook Heights," which appeared on his 1971 Burt Bacharach LP.

A rare thing about "Hasbrook Heights": Bacharach's charming -- and complete -- lead vocal. "I love Burt's voice," says Phil Ramone, "but most people say 'What?' But he's the songwriter. He interprets a piece of a lyric, and you go 'Ahh.' Yeah, maybe he's not gonna win the Pavarotti vocal award, but it's not about that."

Dionne covered the song a year later on her first Warner Bros. album. Robert Christgau, reviewing that record for The VillageVoice, wrote that "'Hasbrook Heights' is no 'Walk On By,' but it is an ambitious, honest song about the pleasures of the suburbs, where her chosen audience resides."

The Balance Of Nature - Dionne Warwicke
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
From the album Dionne, Warner Bros. #2585 (1/72)

Things seemed to be looking up for Dionne in 1972. Warner Bros. -- a much more powerful label than the now-bankrupt Scepter Records -- had signed her and her songwriting team to a multi-album contract. As Dionne prepared to record her first album for her new label, her astrologer suggested adding an e to the end of Warwick in order to keep the good vibes happening.

Perhaps her astrologer was a bit off. "That album was different," says Dionne, shaking her head. "It was just different. I don't have a description for that period, it was just not a good time. Oh, a lot of things were going on, believe me. Not only an e, it was just a lot of things going on that were heading towards the end of an era."

For one thing, the loving family atmosphere that surrounded her in the Scepter days was largely gone. The money was better, yet the attitude at the record label and around the studio was different; artists produced albums first, and singles second.

And Burt Bacharach and Hal David were spending less and less time with each other. Burt was kept busy with television appearances and an enormously successful solo career. And Hal certainly had the right to be increasingly discouraged at the constant parade of singers on TV performing "Burt Bacharach songs," with his contribution often swept aside.

Yet Dionne and Burt and Hal and Phil Ramone assembled once again in New York to put together the album Dionne. It's not a bad record, but the spark and vividness of the Bacharach/David/Warwick trio was fading fast. "The Balance Of Nature" is one
of the sweetest songs on the album -- a graceful, slow moving, and somewhat literal discussion of the birds and the bees.

Living Together, Growing Together - The 5th Dimension
(Burt Bacharach/Hal David)
Arranged by Artie Butler * Vocal Arrangement by Bob Alcivar
Produced by Bones Howe
Bell single #310 (12/72) * Pop #32

"Living Together, Growing Together" was a song first heard in the ill-fated 1973 movie Lost Horizon, a rather unfortunate musical remake of the 1937 Frank Capra classic, and a bomb, any way you look at it.

Ironically, most of the songs from Lost Horizon contain a calm, this-is-the-way-mother-nature-intended-it lyrical message -- at a time when its songwriters seemed to be quite far from finding a peaceful solution to their own problems.

The movie's dismal failure seemed to affect everything it touched, including The 5th Dimension, whose own fortunes were fading in 1973. Apparently, the quintet was strong-armed into recording songs from the film by their label Bell, which was owned by Columbia Pictures, Lost Horizon's distributor. The song was produced by Bacharach veteran Artie Butler, who had played piano on Dionne's "Walk On By." Yet Burt and Hal's magic seemed distant; The 5th Dimension, attempting a return to the choral style of their earlier hits, just sounds . . . off.

"Living Together, Growing Together" would prove to be the last hit for both The 5th Dimension and the Burt Bacharach/Hal David team. "I just went down to the beach at Del Mar and sort of hid," Burt later said of the Lost Horizon fiasco. "It was such a giant bust. I didn't want to be seen walking around the community."

You'll Never Get To Heaven (If You Break My Heart) - The Stylistics
(Burt Bacharach/Hal David)
Arranged & Conducted by Thom Bell
Produced by Thom Bell
Avco single #4618 (5/73)
Pop #8, R&B #23

"I can remember it like it was yesterday," says Dionne. "I was on my way to rehearse, and I'd heard 'Betcha By Golly, Wow' by The Stylistics. I told Burt there's somebody down in Philadelphia named Thom Bell who's putting an R&B spin on your stuff. Better sit up and take notice. And lo and behold, there he came."

Indeed, Bell -- who had an incredible affinity for lush orchestrations, unusual chord changes, and songs of love and longing -- seemed to be the spiritual inheritor to the Bacharach sound. With the help and talent of famed producers Kenny Gamble & Leon Huff, Philadelphia had become a glorious factory of orchestrated pop and glamorous soul for the 1970s -- picking up, in some respects, where Bacharach & David had left off.

The Stylistics were a fine local Philly act who had a series of hits crafted for them by Thom Bell and lyricist Linda Creed ("You Are Everything," "People Make the World Go Round," "You Make Me Feel Brand New"). "You'll Never Get To Heaven (If You Break My Heart)," sung sweetly by Russell Thompkins, Jr., was a loving remake of a Top 40 Bacharach/David/Warwick hit originally recorded in 1964. The song is a fizzy yet paranoid warning to a lover: Nirvana is near -- unless those nasty rumors turn out to be true.

Arthur's Theme (Best That You Can Do) - Christopher Cross
(Burt Bacharach/Carole Bayer Sager/Christopher Cross/Peter Allen)
Strings Arranged by Michael Omartian
Produced by Michael Omartian * Executive Producer: Stephen Paley
Warner Bros. single #49787 (7/81) * Pop #1
Also appeared on the original motion picture soundtrack album Arthur (The Album), Warner Bros. #3582 (8/81) * LPs #32

Burt didn't disappear in the latter half of the '70s, even if it may have seemed that way. He put out a couple of albums on A&M -- 1977's Futures and 1979's Woman. Neither made much of an impact. By this point, Burt's schedule seemed busy enough with live gigs, TV commercials (remember those Martini & Rossi ads with Angie?), and horse races. "He was cold," remembers lyricist Carole Bayer Sager. "He was feeling out of it. He was doing a lot of performing in Vegas, and he wasn't necessarily certain that he'd ever see the charts again."

Sager was seeing quite a bit of the charts when she met her future husband -- on the set of The Mike Douglas Show. "He asked me to dinner and also if I'd like to write a song -- or, would I like to write a song and have dinner?" laughs Carole. "If I could figure out which came first, I could probably figure what went wrong in our marriage." The pair began to date, as well as write songs together. "I just felt if you've had that kind of talent, where does that talent go?" Carole says. "It has to be there somewhere. So I kind of made it a mission to get him to write again in a way that was more tuned into what was going on."

In 1981 Carole and Burt were engaged to be married when they got their first big movie assignment together. "Our agent at the time really worked hard to get that film for Burt," remembers Carole. Arthur was a Dudley Moore, cute, quirky, poor-little-rich man comedy and "Arthur's Theme (Best That You Can Do)" was its sweet, romantic title song. "I kept hearing this line that I had written with Peter Allen on a song that was never published," says Carole, "It was a rather uninspired song called 'When You Get Caught Between The Moon And New York City.'" Carole got Peter Allen's OK to use the line in the new tune, which also received collaborative help from vocalist Christopher Cross.

The timing couldn't have been more perfect. "Arthur's Theme," widely publicized as a comeback of sorts for Burt, went straight to the top. "It was a really big #1 record, so it was great fun," remembers Carole. "It was very thrilling for Burt and for me, because he scored the movie and the movie was a big hit and he just felt very happy." Five days after they received their Best Original Song Oscar in 1982 at the Academy Awards, Carole and Burt were wed. "We had to do something to top the Oscars," said Carole at the time.

On My Own - Patti LaBelle & Michael McDonald
(Burt Bacharach/Carole Bayer Sager)
Arranged by Burt Bacharach & Carole Bayer Sager
Produced by Burt Bacharach & Carole Bayer Sager
MCA single #52770 (3/86) * Pop #1, R&B #1

It started as a melody of Burt's that his wife kept hearing over and over. "He actually had the title, 'On My Own,'" remembers Carole Bayer Sager, "and he kept playing it and playing it. I wasn't sure -- I thought it sounded slightly Polynesian. But he was very connected to that melody, and he urged me to write it."

The new song was completed, and was initially recorded as a solo track by Patti LaBelle, the former Blue Belles/LaBelle singer who was finally finding success on her own. But the tune, as produced by Richard Perry, was missing something. "Richard Perry dropped it, but we believed in it," says Carole, "So Burt and I went in with Patti alone and picked up the pieces and started again. But it was still missing something."

Michael McDonald, the ex-Steely Dan/Doobie Brothers blue-eyed soul singer, was called in to make a cameo appearance at the end of the song. But his role was recast once Michael began to sing. "The moment he sang on the record, I heard it in a different way," says Carole. "That's when it caught fire. It suddenly balanced. The combination was just so magical."

That's What Friends Are For - Dionne & Friends
Featuring Elton John, Gladys Knight & Stevie Wonder
(Burt Bacharach/Carole Bayer Sager)
Arranged by Burt Bacharach & Carole Bayer Sager
Produced by Burt Bacharach & Carole Bayer Sager
Arista single #9422 (10/85) * Pop #1, R&B #1

Arista Records, the artists, the producers, the publishers, and the respective unions are donating the profits from "That's What Friends Are For" to the American Foundation for AIDS Research (AMFAR). Rhino Records has agreed to donate all proceeds from the use of the song in this collection to AMFAR as well.

Dionne Warwick first heard her biggest-ever hit when she was half asleep. The singer had been snoozing in front of a TV set when she heard Rod Stewart crooning "That's What Friends Are For" over the closing credits of the 1982 film Night Shift.

"I really didn't pay attention to the names that were going up on the credits," Dionne remembers. "But I knew that was Burt Bacharach's melody. There was no way in the world it could be anybody else's." Dionne, who had reunited with Burt on 1984's "Finder Of Lost Loves," told Burt and Carole the next day that she wanted to rerecord the song. "And they were thrilled," she says. "They figured that nobody had heard the song, except the two of them -- and Rod Stewart.

"So we went in to do it. And both Burt and Carole know how I feel about my friendships, what they really mean to me . . . and that I wanted to include my friends. They thought it was a brilliant idea. And I started calling a few of my friends who were in town, and they're the ones that you see and hear."

But it was while the graceful, elegiac song was being recorded that the idea came up to donate its earnings to the cause of fighting AIDS. "Elizabeth Taylor actually came down to the recording session," says Carole Bayer Sager, "because she wanted to meet Stevie Wonder. And it was really while I was looking at Elizabeth looking at Stevie that the idea ignited within me to make it into a song for AmFAR [The American Foundation for AIDS Research]."

Dionne continues: "All four of us had lost enormous amounts of people to this disease, and we felt that this was a way of saying, yeah, we know the need, we know that we have to raise some money, and we also have to raise consciousness."

Burt told Entertainment Weekly: "The first time I heard it on the radio -- wow. I was just so overjoyed. It sounded so great. So wide, so spacious. Those voices -- Dionne and Gladys. What a thrill that was. The record made money for AmFAR. But more than that, there was a consciousness about that song being out there for AIDS awareness. It was a rallying cry. There were times onstage when tears would start coming."

God Give Me Strength
- Burt Bacharach & Elvis Costello
(Burt Bacharach/Elvis Costello)
Arranged by Burt Bacharach
Produced by Burt Bacharach & Elvis Costello
From the original motion picture soundtrack album Grace Of My Heart, MCA #15102 (9/96)

Burt Bacharach and Carole Bayer Sager continued to write and produce successful, synth-driven, adult contemporary/MOR music throughout the rest of the '80s . . . all the way up till 1991, when their professional and personal relationship came to an end.

"I think we just burnt out," says Carole. "I have great respect for Burt as a composer, and I have gratitude for the work we did together. I think it was good work, and important. And life goes on."

Bacharach remarried in the early '90s and has two children with his current wife; he kept busy with live performances, including a wonderful live show he put together with Dionne Warwick; and he wrote with other lyricists, including John Bettis, B.A. Robertson, and even Hal David (on "Sunny Weather Lover," a Dionne track from 1993). But a strange thing began to happen -- something that may have started happening back in 1978, when Elvis Costello startled punk-rock audiences with his cover of "I Just Don't Know What To Do With Myself." The songs of Burt Bacharach, which many had dismissed as "elevator music," began to be revisited, relistened to . . . and revered. The "Space-Age Bachelor Pad" music fad may have fueled the flames, but an increasing number of young people are reclaiming the genuinely timeless, sophisticated, and miraculous music of Burt Bacharach as their own. Not as kitsch -- but as classic American 20th century pop. "I think he could be spoken about in the same breath as Richard Rodgers," Elvis Costello told the Irish Times. "I think he's that good."

In 1995 director Allison Anders asked Burt and Elvis if they would write a song together for her upcoming film, Grace Of My Heart, about a Carole King-like singer/songwriter who was trying to make her way through the music-biz world of '60s pop. Anders, along with her musical director, Larry Klein, wanted to partner writers from the Brill Building era with present-day artists they had influenced -- thus the Bacharach/Costello pairing.

Anders told Vanity Fair that she needed a ballad "of the kind that Burt would've written for Dusty Springfield, but it has to reflect the loss that the main character had just had, a disastrous love affair." But the song was needed quickly, and Burt was in California -- and Elvis in Dublin, Ireland. "We never met; we just did it all on the phone," says Burt. "We did it on answering machines; we sent tapes. He'd record something on my answering machine, I'd take it off, write the lead sheets, send it back to him."

The song that emerged from the transatlantic writing sessions was "God Give Me Strength." "I wrote my share of the music," Elvis told Musician magazine, "but when it really takes off, particularly in the main bridge, he moves into another gear than I know how to achieve. The payoff is that sense of darkness which is in his music and is quite compatible with my own feeling. There's that romantic doubt in some of his sunniest songs, which makes his music so enduring."

The track was recorded at the Record Plant in L.A., "It was in that 6/8, 12/8 thing I used to write in, that I hadn't done in years," Burt told Vanity Fair. "Musically, I can't go back and say, I want to write something like 'Don't Make Me Over.' I just don't think that way. But this was for a movie about the Brill Building, so I thought, Great!"

"God Give Me Strength" is an astonishing, powerful, important song, already a Bacharach classic of the highest order. The experience proved so satisfying for both Burt and Elvis that they decided to write and produce an entire album together. Released in the fall of 1998, Painted From Memory finds Burt reaching a new generation of fans with ambitious, uncompromising music. Carole Bayer Sager thinks that this new material reveals Bacharach's past -- and future. "It sounds like he's gone a little more back to the Burt melodies of the '60s," she says, "which may be the real core essence of how he writes."

And sometimes endings can be like beginnings, and sometimes the world is a circle. "I'm a person that always tries to deal with melody," Bacharach says, "a melodist. Is there such a word, a melodist?" For you, Burt? Yes.

-- Alec Cumming
(with assistance from Paul Grein)

NOTE: Numbers in italic (following original release information) denote peak positions on Billboard's "Hot 100," R&B, Country, and LP charts respectively - courtesy BPI Communications and Joel Whitburn's Record Research Publications.

Producer and arranger credits preceding original source information are as they appear on original releases.

In order to provide the best listening experience and to best represent the subtleties of the arrangements and productions on these recordings, stereo LP masters have been used wherever possible. In cases where the original single release and the album version differ, the original mono single version was used. Some early releases and tracks that didn't originally appear on LPs only exist in mono and subsequently appear that way on this set.

Lyric reprints courtesy of the following:

1 “I Say A Little Prayer”
© 1966 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

2 “Please Stay”
© 1961 New Hidden Valley Music (ASCAP), Better Half Music (ASCAP)

3 “Baby It’s You”
(Bacharach/M. David/Williams)
© 1961 New Hidden Valley Music (ASCAP), EMI U Catalog, Inc., (ASCAP), Polygram Int’l Publishing Inc. (ASCAP)

4 “Any Day Now (My Wild Beautiful Bird)”
© 1962 New Hidden Valley Music (ASCAP), Better Half Music (ASCAP)

5 “Make It Easy On Yourself”
© 1962 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

6 “Don’t Make Me Over”
© 1962 Hidden Valley Music (ASCAP), Casa David (ASCAP)

7 “Let The Music Play”
© 1963 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

8 “True Love Never Runs Smooth”
© 1964 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

9 “Blue Guitar”
© 1963 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

10 “Twenty Four Hours From Tulsa”
© 1963 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

11 “Anyone Who Had A Heart”
© 1963 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

12 “A House Is Not A Home”
© 1964, Largo Music, Inc. (ASCAP)

13 “Wives And Lovers”
© 1963, Famous Music Corp. (ASCAP)

14 “To Wait For Love”
© 1963 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

15. “Kentucky Bluebird (Send A Message To Martha)”
© 1963 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

16 “Land Of Make Believe”
© 1963 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

17 “What The World Needs Now Is Love”
© 1963 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

18 “Trains And Boats And Planes”
© 1964 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

19 “Here I Am”
© 1965, EMI U Catalog (ASCAP)

20 “Made In Paris”
© 1965, EMI Feist Catalog Inc. (ASCAP)

21 “Come And Get Me”
© 1966 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

22 “In Between The Heartaches”
© 1965 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

23 “The Windows Of The World”
© 1967 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

24 “Do You Know The Way To San Jose”
© 1967 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

25 “Raindrops Keep Falling On My Head”
© 1969 New Hidden Valley Music (ASCAP), WB Music Corp (ASCAP), Casa David (ASCAP)

26 “I’ll Never Fall In Love Again”
© 1968 New Hidden Valley Music (ASCAP), Casa David (ASCAP)

27 “Paper Mache”
© 1969 Blue Seas Music (ASCAP), Casa David (ASCAP)

28 “Hasbrook Heights”
© 1970 Blue Seas Music (ASCAP), Casa David (ASCAP)

29 “Alfie”
© 1966 Famous Music Corp. (ASCAP)

30 “Everybody’s Out Of Town”
© 1970 Blue Seas Music (ASCAP), Casa David (ASCAP)

All rights on behalf of New Hidden Valley administered by WB Music Corp, (ASCAP). Copyright Renewed. All Rights Reserved. International Copyright Secured. Used By Permission.

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