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Authors: Burt Bacharach

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When we worked together in Madrid, Francisco Franco was in the audience. Marlene was offstage trying to get out of her gown so she could change into her white tie and tails as quickly as possible and I was conducting “The Blue Angel” medley. Half the Spanish musicians were playing it and half were playing something else. I started screaming “ ‘Blue Angel Medley’!” at them, and I threw the pencil I was using to conduct with at the drummer.

After the show was over, I gathered all the musicians around me. I was still furious and I kept saying, “We rehearsed it. We
rehearsed
it!” The problem was that they had been drinking sangria all day and getting loaded. As if none of this was their fault, they started screaming at me. “Why you no speak Spanish? Why you no speak Spanish?”

Whenever Marlene and I went out on tour, she would always make me rehearse the orchestra for eight days before the first show. After the first two days, I wouldn’t know what to do with them anymore and it would all go downhill, but that was just how obsessive she was about every aspect of her performance.

Marlene and I toured all over Russia, with a different opening act every night—a juggler, a dog act, a magician, and a pas-de-deux team of dancers. Right before our last show in Leningrad, Marlene and I were coming back from another terrible dinner to do our final show in Russia. As we were walking across the stage to go to the dressing room, the opening acts were warming up. The juggler was throwing his balls up into the air and one of them came down and hit Marlene right on the head, and she said, “Oooh!”

I said, “Marlene, are you okay?” And she said, “Yes.” As we were walking to her dressing room, I said, “Are you sure?” She said, “Yes.” I left her in the dressing room and said, “I’ll be back in fifteen minutes to check on you.”

Marlene always opened the show with “You’re the Cream in My Coffee.” When I came back into her dressing room, she said, “Burt,” and started to sing to me. She went, “You’re the cream in my
vaht
?” She had a really puzzled look on her face and I thought she might have been pulling my leg, but I didn’t think she had that kind of sense of humor so I was worried. I asked Marlene if she wanted to see a doctor but she said no. When I came back ten minutes later, I asked her how she was and Marlene said, “Okay.” Then she said, “Burt,” and started to sing “Just Molly and me and baby makes
vaht
?” Now I was very worried.

We got onstage and I hit an E major seventh on the piano to start the opening number. I didn’t know what to expect and she sang, “You’re the cream in my . . . la-la-la-la,” and never came back to any of the lyrics. The same thing happened with “My Blue Heaven” and “Go See What the Boys in the Backroom Will Have.” And every song for the entire show was just like that. The title of the song and then “la, la, la, la-la-la-la” because she could not remember any of the words.

After the show, we got on the midnight train to Moscow. I went to see Marlene in her compartment and said, “You’ve got me scared out of my mind because I don’t know who to call or what to do.” Then she said, “Look, if I die on this train, you call my daughter Maria. She’s got the A-list and the B-list for my funeral and she’ll work it all out.” I didn’t know what to think but when we got to Moscow the next morning, she was just fine.

In Russia, the food was awful and the hotels were worse. Between shows, I would walk around looking for a girl who didn’t have gold teeth. By our third week in Russia even the cows were starting to look good to me. I couldn’t wait to get out of there.

I once flew to meet Marlene for a show in Warsaw. After we landed, I walked down the steps of the airplane in a driving snowstorm and Marlene was waiting for me with a huge mohair scarf from Dior, which she wrapped around my neck, and a flask of vodka. I had a couple of shots and I was drunk before I got into the terminal, but that was the way Marlene always took care of me when we were out on the road together. In Poland, she arranged for me to stay in a room where the great Polish pianist Jan Paderewski had slept, but there were so many ghosts and so much history in there and the drapes smelled so bad that I could not sleep at all.

After I’d had some R&B hits, Marlene and I were doing two weeks at the Olympia Theater in Paris and Quincy Jones came backstage after one of the shows. Quincy was a friend of mine and said, “Why are you doing this? You write good music. You gotta get back to it.” I said, “Well, Q, I’m seeing the world.” It was an answer I knew he would understand but I was also doing it for Marlene, because I felt like I couldn’t let her down. Whatever else I had going on, I always said yes whenever she asked me to go back out on the road with her.

There was always a duality with Marlene because she never wanted me to leave her. She always wanted me to be there conducting for her but the more famous and successful I became, the more likely it was that she would lose me. Marlene knew this but she was so proud of having been right about me as a songwriter that whenever I got good reviews, she would cut them out of the newspapers and send them to people all over the world.

On November 4, 1963, Marlene headlined the Royal Command Performance at the Prince of Wales Theater in London. There were nineteen acts on the bill and the Beatles came on seventh. At the end of their set, John Lennon stepped to the microphone and said, “For our last number, I’d like to ask your help. The people in the cheaper seats, clap your hands. And the rest of you, just rattle your jewelry,” and then they went into “Twist and Shout.”

Queen Elizabeth was giving birth to Prince Edward, so she couldn’t be there that night, but the Queen Mother came back after the show to say hello to everyone. Marlene bowed to her and the Queen Mother spent a lot more time talking to her than she did to the Beatles.

Elvis Costello:
The annual big show of the year in England back then was the Royal Command Performance. It began in 1912 and benefits the Entertainers and Artists Benevolent Fund, founded by George V, so over the years it had a history of being a concert party for the royal family, and everybody from shows in the West End to comedians, jugglers, and ventriloquists would be on the bill, along with one or two big American or international stars.

This particular edition of the show is still remembered because the Beatles were on it and John Lennon said the thing about “rattle your jewelry.” When you watch the footage now, it was obviously a rehearsed remark, but at the time it seemed like he had done something incredibly cheeky and it was in all the papers the next day.

The curious thing about this is that Burt was on the bill with Marlene Dietrich. So were the Joe Loss Orchestra, the band my dad, Ross MacManus, sang with. When I finally met Burt many years later, I told him, “My dad was on the bill with you in sixty-three.” I’ve written a bunch of songs with different people but my two big cowriting collaborations are twelve songs with Burt and twelve songs with Paul McCartney and they were both on the bill that night with my dad. How strange and spooky is that?

Long after I had stopped working for Marlene, I agreed to conduct for her for six weeks on Broadway at the Lunt-Fontanne Theatre. She was sixty-seven years old but still looked great and the show sold out for the entire run. On opening night, there were so many fans on the street outside the theater that they stopped traffic and a couple of cops had to hoist Marlene on top of a limousine so she could sign autographs and pose for photographs.

During the last five years of her life, Marlene became a recluse and would never leave her apartment on the Avenue Montaigne in Paris. She wasn’t working anymore and she wasn’t going out, and sometimes when I would call her, she would pretend to be the maid answering the phone and I would have to say, “Marlene, cut the shit. It’s me, Burt.”

Other times when I called her, Marlene would say, “Burt, I vant to make one more record.” She wanted to sing “Any Day Now” and had already worked out how she wanted to do it and how the timpani would sound. She would say, “Burt, I vant to sing it for you,” and then she would go right into “Any day now / I vill hear you say / ‘Goodbye my love. . . .’ ”

I knew there was no way I could ever get her into a studio, so I would say, “Well, Marlene, why don’t we do it? I could make an orchestra track and slip a microphone through your door and you wouldn’t even have to see anybody. You could just put earphones on and sing if you really do want to make one more record.” And she would always say, “Ja, Burt. I do.”

It would have been impossible to do but I kept talking to Marlene about it because I think the idea gave her a little glimmer of hope. Like “Wouldn’t it be nice if we could work together again?” We never did record the song, but I really wish we had because it would have been truly memorable.

What I learned from Marlene was that if you wanted something done, you had to do it yourself. If Marlene had to stand onstage for an hour during rehearsal while they adjusted a light on her, she stood there. No stand-in, just Marlene right there for as long as it took. Then during the show, the pin light would be on her just the way it was supposed to be. She also taught me to never give less than 100 percent onstage because her attitude was to always go for it all.

Marlene Dietrich:
Most of the time while I was with Bacharach, I was in seventh heaven. Up to now, I’ve spoken of the artist. Burt Bacharach, as a man, embodied everything a woman could wish for. He was considerate and tender, gallant and courageous, strong and sincere; but, above all, he was admirable, enormously delicate, and loving. And he was reliable. His loyalty knew no bounds. How many such men are there? For me he was the only one.

When he became famous, he could no longer accompany me on tour around the world. I understood that very well and have never reproached him in any way.

From that fateful day on, I have worked like a robot, trying to recapture the wonderful woman he helped make out of me. I even succeeded in this effort for years, because I always thought of him, always longed for him, always looked for him in the wings, and always fought against self-pity. Whenever he had the time, he still worked on the arrangements for my songs, but as director and pianist, he had become so indispensable to me that, without him, I no longer took much joy in singing.

When he left me, I felt like giving everything up. I had lost my director, my support, my teacher, my maestro. I was not bitter, nor am I today, but I was wounded. I don’t think he was ever aware of how much I needed him. He was too modest for that. Our separation broke my heart; I can only hope that he didn’t feel the same way. We were like a true small family when we traveled together, and laughed at everything together. He misses that, perhaps.

After Marlene died of renal failure in Paris in 1992, at the age of ninety, a writer called to interview me about her. I had never read her autobiography, so he started quoting what Marlene had written in it about me. It was so overwhelming that I broke down and began to cry.

Chapter

6

Baby, It’s You

E
ven during the period when I was spending a lot of time out on the road with Marlene, I would always come back to New York as soon as the tour was over and start writing songs again in the Brill Building with Hal, his older brother Mack, and Bob Hilliard. I wrote a lot of songs and I thought some of them were pretty good, so I would make demos and send them to the A&R men at different record companies. The response I would usually get from them was “You’ve got a three-bar phrase in this song that should really be a four-bar phrase.”

It was like getting an order from a second lieutenant in the Army telling me to charge up a hill in battle so I would probably have gotten killed. Did it make any sense? No. But if the second lieutenant said it, he had to be right, and so I tended to think the A&R men knew what they were talking about.

Most pop songs have two verses and then a bridge that leads to the final verse, and are written in either four/four time, which is four beats to a bar, or three/four, which is also waltz time. In the beginning, I wrote in that format because I thought it was the correct way to do it, but then without really intending to do so, I began breaking the rules and writing in more complicated time signatures like six/eight and twelve/eight.

I remember a song Hal and I wrote called “That Kind of Woman.” We sent it to an A&R guy who said that if I changed a phrase from three bars to four bars, he would give it to Joe Williams. I did what he asked and Williams recorded the song but it went nowhere. The truth is that I ruined a lot of songs by not believing in myself enough to tell these guys they were wrong.

By now, I had gotten to know Luther Dixon at Scepter Records, the label Florence Greenberg had founded to record the Shirelles, a girl group her daughter had seen perform at her high school assembly in New Jersey. Florence was an overweight white housewife from New Jersey and Luther Dixon was a black singer, songwriter, and record producer who had cowritten “16 Candles” for the Crests. The two of them wound up becoming a couple and formed three labels, called Tiara, Scepter, and Wand Records.

In the spring of 1961, Hal and I wrote a slow ballad called “I Wake Up Crying,” which Chuck Jackson, who had been in the Del-Vikings, one of the first interracial doo-wop groups, cut for Wand Records. I wrote the arrangement and played piano on the track, and the song went to number thirteen on the R&B chart. Even though I had never written music that sounded like this before, I think the R&B structures were already in me because I had gone to a couple of recording dates that Jerry Leiber and Mike Stoller had done at Bell Sound in New York and I really liked their music.

In October, Gene McDaniels recorded “Tower of Strength,” a song I had written with Bob Hilliard, and it went to number five on both the pop and R&B charts. The song opened with a trombone solo, which was something you didn’t hear on R&B records back then. It was recorded by Snuff Garrett at the Liberty Records studio in Los Angeles, and I didn’t like it because I thought they had made the tempo too fast. Bob Hilliard and I came up with a kind of answer song to it, called “(You Don’t Have to Be) A Tower of Strength,” by Gloria Lynne on Everest Records, that went nowhere.

Mack David and I then wrote a song called “I’ll Cherish You.” I was cutting all my demos at Associated Recording Studio and I would try to make them sound the way I felt the song should go, but what I could do there was very limited. Maybe I could bring in a sax or a trumpet and a guitar and sometimes a violin if I could find a violinist who would work for little money. I would write for the violins in two parts and this way I could get three violins playing on one part and three violins playing on another. But it would be the same guy and I would just keep overdubbing.

We didn’t have multitrack boards back then so I would be overdubbing on tape and there was a limit to how far I could go with that. I cut “I’ll Cherish You” as a demo at Associated with me on piano, an organ player, a stand-up double bass, and a drum set so faint you can barely hear it because I always worked there with a minimum of microphones. I had girls singing the background vocals and because they had this great large reverb plate there, all of it was smothered in echoes.

Luther Dixon loved the song but he wanted Mack to rewrite the lyrics to make it darker. Luther came up with the “cheat, cheat” part and took a co-songwriting credit for himself under the name Barney Williams. I think he was one who changed the title to “Baby, It’s You.”

When we recorded the song, Luther had Shirley Owens, the lead singer of the Shirelles, come into the studio by herself to put a new lead vocal on the track. In every other way, the finished record is exactly the same as my demo, with everything I put on it still there. If you listen carefully right before she starts her lead vocal on the intro and the “sha-la-la-las” come up in the background, you can hear me shouting them out and sounding so bad and really loud.

“Baby, It’s You” was supposed to be the B-side of the single but it went to number eight on the pop chart. When I was in London with Marlene for the Royal Command Performance and she was singing songs that were as far removed from the Shirelles and what was happening in R&B as you can imagine, one of the Beatles came up to me and said, “Oh, we just recorded a song of yours, ‘Baby, It’s You.’ ”

Marlene and I had just come from Sweden, where I had seen posters with the Beatles on them, but at the time, I had no idea who any of these guys even were. I didn’t listen to their version of “Baby, It’s You” for a long time, because by the time the Beatles cut it that song was already in my past and I was thinking, “What’s next? What do I do now?”

In the spring of 1961, Bob Hilliard had taken Jerry Leiber and Mike Stoller a song he and I had written together called “(Don’t Go) Please Stay,” which the Drifters recorded. I wrote the song in triplets, and that was how I recorded the demo, but Jerry and Mike had a completely different concept of how it should sound. They changed the tempo so that it had more flow and was better than what I had done. The song opens with Bill Pinkney singing “Don’t go” in a really low bass voice, and then Rudy Lewis, who had just replaced Ben E. King as the lead singer in the group, takes over.

By this time, I knew Jerry and Mike well enough to go to them and say, “Anytime you’re doing a date, I’d love to come and watch you guys.” On a regular basis, I began going to Bell Sound so I could watch them work with Ben E. King and the Drifters. Jerry seemed to like me and I knew him much better than Mike, but we all became friends and they agreed to take me under their wing.

Jerry and Mike came up with the idea for Hal and me to form a publishing company with them called U.S. Songs, which gave us a split copyright on everything we did together. The problem was that the only songs they contributed to the company were by a country-and-western artist named Billy Edd Wheeler, while Mike and Jerry got a lot of good songs Hal and I had written. Hal, who was always much smarter than me at business, was against it from the start and he was right, because it was a total mistake and I shouldn’t have done it, friends or not.

I was five years older than Jerry and Mike, but they had been at it longer than me and I really learned a lot about making records from them. Jerry was a lot more forward than Mike, and in another life he had definitely been African-American. Jerry could talk like he was black to the Coasters and write songs like “Yakety Yak” and “Charlie Brown.” In the studio, he was the best I ever saw.

At Bell Sound, where Jerry and Mike liked to work in New York, all the microphones were live and there were no baffles or partitions. There was a vocal booth but there was so much leakage in the room that the drums would bleed into the microphones recording the string section. Everybody would be playing live, so the singer would hear the drums and be influenced by them, and the way the singer phrased the song would influence the drummer and the whole rhythm section as well.

When everybody in the room was feeding off each other, you would get the kind of interaction that made working this way a completely different ball game from what came later, when people began making records by cutting separate tracks on different days. When you layer a record, you bring in the guitarist one day and the percussion player the next day and a couple of months later they meet each other and say, “Are we on that record together? Oh yeah.” For me, to have everyone playing everything at the same time was the best way to cut a record.

Jerry would have four guitars, three percussion players, drums, a string section, background singers, and the Drifters all going at the same time. Whenever I watched him work, all I could say was “Wow!” Jerry would get in that room with the musicians and the singers and set the groove and the feel, and you can hear that on the records he and Mike made there. Jerry was also very big on the baion beat, so that was something else we had in common.

My initial connection to Jerry and Mike had come through Bob Hilliard. Even in the Brill Building, Bob was always looked on as kind of an oddball because he was a wild man with a wild sense of humor. He’d written the lyrics for “Dear Hearts and Gentle People,” a song that was a hit for Dinah Shore, and a novelty number called “The Coffee Song (They’ve Got an Awful Lot of Coffee in Brazil),” which Frank Sinatra cut. Bob also wrote the words for “In the Wee Small Hours of the Morning,” which is a really great Sinatra record. Although Bob and I didn’t write a lot of songs together, whenever we did, we did well.

In the spring of 1962, Bob Hilliard came up with a great lyric for “Any Day Now.” When we took it to Scepter Records, they wanted to give it to Tommy Hunt, the former lead singer of the Flamingos. We threatened to pull the song if they didn’t let Chuck Jackson record it, and when we did the session, the cellos, violins, horns, and backup singers were all playing live behind him. The record went to number twenty-three on the pop chart and number two on the R&B chart and was covered by people like Dee Dee Sharp, the Drifters, Tom Jones, Ronnie Milsap, Aaron Neville, James Brown, and Elvis Presley.

Even though I was now writing a lot of R&B material, Hal and I were still working for Famous Music. They asked us to come up with a song for a movie Paramount Pictures was about to release, called
The Man Who Shot Liberty Valance
, starring John Wayne and James Stewart and directed by John Ford. It was a very hard song for me to write and it took me a long time to finish it. Hal wrote the lyrics first, so I had to come up with music to fit the words and figure out where to put the hook.

The song has an odd structure because there are two verses before the hook comes in and the hook itself is “The man who shot Liberty Valance / He shot Liberty Valance / He was the bravest of them all.” I finally finished writing it while I was hanging out on the beach for a couple of days in Montauk, Long Island. I had a girl with me but I couldn’t enjoy being there with her because my mind was on the song rather than her.

I didn’t actually produce the record but I did have a lot of say about how Gene Pitney cut it. Jerry Leiber happened to be in the studio with me that night, and he was the one who came up with the violin solo that starts the song, because I had written it for a different instrument.

What I remember doing at that session was something I did a lot back then whenever I was having a problem in the studio. Instead of staying in the control room, I would break the orchestra for ten minutes and go into a stall in the men’s room and lock the door behind me. That way there was no music coming at me and I could just try to sort it all out in my mind. Was the problem the string voicing in the first eight bars? Was that it? Should the strings even be there?

More times than not, I would come out of there and have the problem solved. But for me it was always by thinking it through in my head rather than going to the piano, because if I did that, my hands would just automatically go to all the old familiar places and I would never be able to work through it at all. By sitting at the piano and going through the song bar by bar, I was staying horizontal instead of trying to see the whole vertical plane of the music and where it should go. In order to fix whatever was wrong, I always had to hear the song and the arrangement in my head.

Even though “The Man Who Shot Liberty Valance” went to number four on the pop chart, the song was not in the movie. The music in the film itself came from
Young Mr. Lincoln
, a movie John Ford had directed in 1939.

Right around this time, Slim Brandy came back into my life and we kind of picked up where we had left off after I had met her in Las Vegas when I had been working there with Marlene for the first time.

Slim Brandy:
I had gotten married to a very wealthy man, and while we were vacationing at the Fontainebleau Hotel in Miami Beach, Burt was working there with Marlene so I went to see him. He was in a cabana by the pool with Marlene and he introduced me to her and the sparks were still flying between us, but it was just, “Hi. I’m here and hello, and it’s great to see you.”

Three years later, after I divorced my husband, I was at Basin Street East with this very young man I was dating. We were sitting right up front and the place was jam-packed and there was this one empty table and I thought, “Who’s going to take that table? It’s got to be a celebrity.” When the lights dimmed, Burt walked in with his mom and dad and sat down right next to me. So this whole thing was kismet.

By then, Burt was divorced and so was I and he called me the next day. I was leaving my house in Great Neck, Long Island, so I moved into his building. I had two kids and this way we could be together because my apartment was right across from him. We went together for about two months and I knew it was premature, but I wondered why he wasn’t asking me to marry him. For me, two months was a long time but there was never a word about commitment from him.

Even then Burt was really dedicated to his music and would wake up in the middle of the night and write. We used to walk his dog Stewba to P. J. Clarke’s and Burt would sit at the bar and feed him beer. The beer would be in the air and the dog would lick up every single drop without missing any of it. Burt also loved to go to this famous steak place on First Avenue, Billy’s, and we also used to go to Rocky Lee’s, an Italian joint where Frank Sinatra used to hang out. Burt loved going out for dinner and we went out all the time.

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