Hitman: Forty Years Making Music, Topping the Charts, and Winning Grammys

by David Foster

Overview

After almost four decades in the music business, David Foster — producer, arranger, songwriter, performer — is finally ready to talk. In this compelling and outspoken memoir, Foster shares some of his incredible stories: the first time he met Barbra Streisand, as a young session player in Los Angeles; his first of 15 Grammys® for "After the Love Has Gone," Earth, Wind & Fire's memorable hit; the making of Unison, Celine Dion's English-language debut; the challenges he faced on his way to putting the group Chicago back on the charts; his award-winning contribution to Unforgettable: With Love, Natalie Cole's comeback album; those back-to-back recording sessions with Madonna and Michael Jackson; and the incredible chain of events that spawned Whitney Houston's historic blockbuster, "I Will Always Love You."

Foster has worked with superstars of every decade, including:

Celine Dion - Josh Groban - Whitney Houston - Michael Bublé - Barbra Streisand - Andrea Bocelli - Madonna - Michael Jackson - Natalie Cole - George Harrison - Earth, Wind & Fire - *NSYNC - Chicago - Paul McCartney - All-4-One - Katharine McPhee - Toni Braxton - Alice Cooper - Olivia Newton-John - Michael Bolton

...and many more.

From his unique and privileged vantage point, Foster describes the delicate balancing act between artist and producer, offers revealing portraits of some of those artists at work, and shares his secrets for success in the maddeningly fickle music industry.

At its heart, this is the story of a boy with perfect pitch who grew up to become one of the most influential musical forces of our time — the solid gold hitman who produced the soundtrack of our lives.

Product Details

ISBN-13:	9781439149508
Publisher:	Gallery Books
Publication date:	10/06/2009
Pages:	240
Sales rank:	1,112,045
Product dimensions:	6.00(w) x 6.05(h) x 0.60(d)

About the Author

David Foster is a 15-time Grammy Award winning composer, songwriter, arranger, and record producer whose career began in the early 1970s, with the group Skylark. He then went on to become one of the most sought-after session players in the business, working alongside such musical legends as Barbra Streisand, George Harrison, Paul McCartney, Diana Ross, Rod Stewart, and many more. In 1990, Foster met Celine Dion in Quebec, singing under a tent in the rain, and shortly thereafter he introduced her to American audiences. A few years later, he was recruited by Atlantic Records, paving the way for the creation of his own successful label, 143 Records, and in the years since he has discovered a roster of diverse and exceptional talents, including, most recently, Josh Groban and Michael Buble. In addition to his work in the music business, Foster spends much of his time raising money for charity.

Read an Excerpt

1
The Comeback

On a stifling summer day in 1990, I made the long drive from my recording studio in Malibu to Glendale, in the San Fernando Valley. I pulled up in front of a drab building that looked about as impressive as a sheet-metal shop, parked on the street, and approached the unprepossessing entrance. It must have been about ninety degrees out, but it was nice and cool indoors. I signed in at the security desk and took the stairs to the second floor, where an older guy was waiting for me. "You the fella that's here about the Nat King Cole recordings?" he asked.

"That would be me," I said.

He turned and made his way down the corridor, and I followed him through a door and into a huge, musty vault that was stacked with ancient tapes. Most of them were in identical metal cases, piled eight and ten deep in places, and I could make out a number of familiar names on some of the fraying labels: Frank Sinatra, Dean Martin, Peggy Lee, Tony Bennett, Perry Como...

We went deeper into the vault. The place looked like that endless government warehouse in the final scene of Raiders of the Lost Ark, where the Ark itself — safe inside a sturdy wooden crate — is wheeled to its final resting place among tens of thousands of similar crates.

"Let me think," the old man said, shuffling along and mumbling to himself. "I'm pretty sure I know where it is." He slowed suddenly and I almost bumped into him. "Should be right in this here area somewhere," he said, craning his neck, and I thought he was going to tip over backward. "Yup. There it is."

It was on the second shelf from the top. He reached up and grabbed it and blew the dust off the case, and for a moment a cloud hung in the air between us. He then turned abruptly and I followed him back outside, to the end of the corridor and into a tiny, airless room. He transferred the recording onto a twenty-four-track tape and gave me the copy. I signed for it and thanked him and found my way back into the blazing sunlight, and I climbed into my car for the long return drive to the studio.

I wasn't in a great mood, and I wasn't feeling particularly optimistic about the work that lay ahead. For some time now, I'd been in a bit of a slump, and absolutely nothing was clicking. In previous years, it felt like every single time I wrote a song or produced a song I had a chance at a home run, but that wasn't happening anymore. I wasn't in the Top 40 at the time, and life in the music business is measured by your position on the charts. It was grim. No matter what I did, I couldn't pop the charts. I'd lost my edge, my hunger — whatever the hell you call it.

And it's strange, because over the years, every time I made an album, there was always a point where I would think, This one's no good. This one's not going to happen. And I was wrong, of course. Most of my albums had done very well, and some of them had done spectacularly — there were five Grammys sitting on my piano — but where was Number Six? My "sound" had stopped working. I began to wonder whether my career was in the shitter.

Instead of trying to figure out what was wrong, however, to try to fix it, I ran away. I was taking stuff not because it had merit but to keep myself busy, and I was keeping busy because I was trying not to think about the problem. I should have probably gone into therapy, but I didn't want to dig too deep for fear of what I'd find.

This next job seemed unpromising in the extreme: Natalie Cole wanted to sing some classic recordings by her late father, Nat King Cole, to create a string of old standards. But for whom? Did anyone still care about that stuff? The more I thought about it, however, the more it seemed that it might be a good thing for me. This wasn't the type of stuff the radio stations were ever going to play, and at the end of the day that's precisely why I took the job: Because I didn't feel any real pressure to succeed. I hadn't been near the Billboard charts in almost two years, and at that point I think I was afraid to even aim for them.

In simple terms, doing Natalie's album was more of the same: I was still running away.

To further complicate matters, I was one of three producers on the project. The others were Tommy LiPuma, an industry veteran, and Andre Fischer, Natalie's then-husband. Some weeks earlier, before I made that drive to Glendale, the three of us met for lunch at Du‑par's, a Hollywood restaurant, to divvy up the songs. There were twenty-one of them, and Tommy had written their names on separate scraps of paper, and we went through them one at a time — three kids picking straws. When I saw "Mona Lisa," a song I'd always liked, I snagged it, and when I came across "Unforgettable," Nat King Cole's 1961 classic, I reached for that, too.

"I love that song," I said. "I'll take it."

At that point, I didn't know that Natalie intended to create a duet with her late father. (She only told me about this later, and when she did I thought it was an absolutely brilliant idea.) And in fact, I was kind of surprised that Andre hadn't taken "Unforgettable" for himself. As far as I was concerned, it was the only track on the entire retro album that had half a chance of getting any attention, and surely he'd had the inside scoop on that one.

Lesson #1: Always go with what you love.

When I got back to the studio from the vault in Glendale, I handed the tape to David Reitzas, my engineer. He went off to play it for us, and the moment Nat King Cole's voice came over the speakers, filling the room, both of us were completely floored. The quality was beyond anything I had imagined possible. It was just Nat doing vocals — no orchestra, no piano, no nothing — just his crystal-clear, perfectly mellifluous voice. I remember thinking, Well, if nothing else, we'll be making some beautiful music.

But I still didn't believe the project was going to do much for Natalie's career — or for mine.

Natalie turned out to be a dream to work with, and an amazing vocalist in her own right. She had been through plenty of crises at that point in her life, including various addictions and the near-drowning of her son, but she was clean and sober and eager to get to work. She'd had a successful career, but it had stalled out — something I could definitely relate to at that point — and she was hoping this was going to turn things around for her. She was also a little worried, wondering whether people would think she was capitalizing on her father's name, but I kept telling her that there was no need for concern. She had lived and breathed that music — it was in her blood — and she needed to keep moving forward. She had every right to pay tribute to the father she loved — and the singer who was loved by us all.

I'd like to tell you that there was a moment when I absolutely knew we had a great album on our hands, but that wouldn't be true. I knew it was good, even better than good, but I didn't see it getting any airplay, and I didn't imagine big sales.

I was about as wrong as I'd ever been.

Unforgettable: With Love was a success on every level. The duet became an unexpected Top 10 hit, and the album sold more than eight million copies. It got Record of the Year, Album of the Year, and Natalie took Best Traditional Pop Performance.

And I went home with the Grammy for Producer of the Year.

I remember thinking, Nobody knows I've been gone, but it sure feels good to be back.

As I walked off the stage with my Grammys, I remember thinking back to my old friend Ronnie Hawkins, with whom I'd played in Toronto when I was still in my teens. "When it stops happening for you, and you lose your touch, and you're not hitting it dead-on anymore, don't bang your head against a brick wall," he'd advised me. "Retreat and attack from another direction."

That's what I'd done, albeit inadvertently. I'd retreated and attacked from another direction. And damn if it hadn't worked! From that day forward, Ronnie's words became my mantra.

This was a heady period for me, and it was about to get even better — so good, in fact, that it felt almost illegal — but things at home were increasingly difficult. Linda and I were five years into our relationship, and the issues that had plagued us from the beginning — how to manage a blended family — were getting only worse. We were probably in self-denial about the extent of our problems, but at that stage we were still trying to make it work.

At one point, after being locked up in the studio for months, we decided that a change of scenery might help, and we took her two sons, Brandon and Brody, up to Victoria, British Columbia, where I kept my boat. Three days into it, I got a call from Richard Baskin, Barbra Streisand's old beau. "I've got a friend in L.A. who just finished making a movie," Richard said. "He's exhausted, and looking to take a break. He and his wife would love to chill for a couple of days. You'll like them. They're outdoor types. Can you help them out?"

"Sure," I said. I didn't even bother to ask who they were. I wasn't thrilled, though. Linda and I had just had another in a succession of arguments, and I needed a break from my break with Linda, so I turned to her and said, "Why don't you and your boys take the boat for a couple of days, with Richard's friends. I'm sure they're nice people. I'll go chill with my mom."

When Richard called back to tell me that our guests would be Kevin Costner and his then-wife, Cindy, I had a quick change of heart. I wasn't about to leave Linda on my boat with Costner.

On the appointed day, I went to pick up our guests up on the dock, in the dinghy. I hadn't shaved in a few days, and I looked scruffy as hell, and I'm not sure I made a very good first impression. I loaded their bags into the dinghy and then helped them aboard, and we left the dock and made our way into the deep, ominous fog. Cindy later told me that the moment she lost sight of land she was convinced it was all over. "I was sure you were a mass murderer," she said, "and that that was going to be our last day on the planet."

We ended up having a great couple of days with Kevin and Cindy, and Kevin and I discovered that we had plenty in common (or as much as I could have in common with a world-famous heartthrob): We worked in the entertainment world; we knew a lot of the same people; we had to balance career pressures with raising kids; we had a great love of nature; and we were both pursuing our creative dreams.

And it's funny, because not an hour after we lifted anchor, Kevin said, "Man, it would be real nice if we could see some killer whales." And I said, "Well, I've been coming here all my life, and it's a rare occurrence." Not ten minutes later we looked up and saw the biggest pod of killer whales I had ever seen — must have been thirty of them — and we were all completely floored.

As we were getting to know each other, Kevin told me he was thoroughly burned out, having just produced, directed, and starred in a movie that had been five years in the making. "It's a little western," he said. "It's called Dances with Wolves. I'd love to invite you and Linda to the premiere."

I didn't think I'd hear from him again — this was Hollywood, after all — but amazingly enough we were invited to the film's star-studded premiere. We sat with Sidney Poitier, Morgan Freeman, and Mel Gibson and his wife, surrounded by other A€‘list heavyweights, and all of us were completely mesmerized by the three-hour film. I remember thinking, Holy shit! This guy is a fucking genius! He was also quietly self-effacing. "Little western"? More like Gone With the Wind, Part 2.

I figured Kevin was about to make the leap from a sexy dramatic lead — Silverado, No Way Out, Bull Durham, Field of Dreams — to the hottest, most bankable triple-threat in town, and I figured right. The Civil War-era epic went home with seven Academy Awards, including Oscars for Best Motion Picture and Best Director of a Motion Picture — not bad for a directing debut!

The next thing I did wasn't exactly a career move, but it was an idea Linda had come up with, and it was close to both our hearts. We got about a hundred people together on the Warner Bros. lot in Burbank to record "Voices That Care," which I'd composed with Peter Cetera, and for which Linda had written the lyrics. This was right after the first Gulf War started, and it was our way of supporting the troops. It wasn't about being for the war, or against it; it was simply our way of letting the men and women on the ground know that we were thinking of them.

The first guy we got to commit was Kevin Costner — I guess I leaned on him a little, having shown him a good time on my boat — and after that it was easy. We got everyone from Meryl Streep and Michelle Pfeiffer to Will Smith and Billy Crystal. I brought Celine Dion down for it, of course, and I had Kenny Rogers there, too, along with Michael Bolton and Kenny G and half the artists I'd worked with over the years. Jeff Wald and Irving Azoff, two terrific managers, were instrumental in helping it come together.

On the day of the actual recording, before we got started, a guy I'd never seen before got up on stage and gave a little speech, talking about what a great project this was, and how much he appreciated being part of it. I thought he was some guy who worked in the recording studio, but it turned out to be the very humble Bob Daly, chairman of Warner Bros. Pictures. He later married my close friend Carole Bayer Sager, and we became good friends.

The event was filmed. We documented everything from the recording of the song to the presentation of the video to the troops, and the show aired on Fox on February 28, 1991, without commercials. We raised more than two million dollars for the Red Cross and the USO.

Some weeks later, Kevin called to tell me he was making a new movie. "I think you should do some of the songs for the soundtrack," he said. "It's called The Bodyguard." The film was based on a Lawrence Kasdan script that had been around for fifteen years. Kevin was starring, with Whitney Houston, and it was being directed by Mick Jackson, a Brit. "You interested?" Kevin asked.

Kevin Costner and Whitney Houston? Are you kidding?

As I started o work on the Bodyguard soundtrack, I got a call from Quincy Jones, inviting me to lunch at his house. Quincy had hired me dozens of times as a session musician and was something of a mentor to me, and I can say without reservations that the man is a musical genius. In his incomparable career, he has produced music for Frank Sinatra, Sarah Vaughan, Ella Fitzgerald, Ray Charles, and Michael Jackson, among others, and the man had close to thirty Grammys to show for it. (Michael Jackson's Thriller is still the best-selling album of all time, with more than fifty million copies sold.)

Quincy and I had lunch at a very long table, with him at one end and me at the other, and we were forced to speak loudly to make ourselves heard.

"David," he bellowed, "you are about to do the most important project of your life."

I didn't understand what he meant. Maybe he had read the script and thought it would prove explosive. It tells the story of a former Secret Service agent, to be played by Kevin Costner, who is assigned to protect a singing superstar, to be played by Whitney Houston, and how they end up falling in love. Or maybe that wasn't it at all. Maybe he was basing that prediction on the fact that Kevin and Whitney were probably the two hottest commodities in entertainment at the time, and that my involvement with the project would propel me to new heights.

"What do you mean?" I asked.

"You'll see," he said. He smiled from the far end of the table. I still didn't get it. Did the guy have a Third Eye?

When I sat down with the team to discuss the soundtrack, Kevin said he wanted Whitney's big song to be Jimmy Ruffin's 1966 Motown ballad, "What Becomes of the Brokenhearted." I created a demo of the song, written by a trio of Motown songwriters, and worked on it for two days, trying to figure out how it was going to play on screen. Despite the great hook — What becomes of the brokenhearted / Who had love that's now departed — none of it really stuck, and it seemed forgettable and a bit depressing. The chorus ends with, I know I've got to find / Some kind of peace of mind / Maybe — and that wasn't exactly the feel-good jolt we were looking for. Part of this stems from the fact that some of these older songs don't have much going for them besides the hook. This is because back in those days the songs were two, two and a half minutes long, but in the nineties we were making four-minute tracks, and sometimes the space was hard to fill. It's sort of like what Johnny Carson said when he hosted the 1979 Academy Awards: "Welcome to two hours of sparkling entertainment spread over a four-hour show."

When I finally had a demo, I went to talk to Whitney about it. She was shooting a performance scene at the Mayan Club, in downtown L.A., and when they wrapped we met in her trailer. I played her the demo and she looked at me blankly. I knew what she was saying: She didn't like it. At all. "I'm sorry," I said. "I can't get my head around it. And to be completely honest, I don't think it's a good choice."

"You're probably right," she said. "But please go back and try it one more time. "

As I worked on the next iteration, I learned that Paul Young, a British pop star, had just finished working on his own version of the song, and that it was moving up the Billboard charts. I felt immense relief — I didn't want to work on that damn track — and I immediately called Kevin, trying to hide my joy: "We're fucked, man. Paul Young's done a version of 'Brokenhearted' and it looks as if it's going to be a hit."

Kevin called me back the next day. "I've got the perfect song," he said. "'I Will Always Love You'."

I scanned my memory. "Never heard of it," I said.

"Get a copy and listen to it. It's perfect for my movie."

I went out and found a version by Linda Ronstadt — nowadays, with the Internet, you punch in the name of a song and every iteration pops up, but it wasn't that easy back then — unaware that the song belonged to Dolly Parton, and that it had hit Billboard's country charts in 1974. The heavens split open the moment I played it. I could literally hear the finished Whitney recording in my head — the key change, the rousing strings, the big finish — and I knew exactly what I had to do to make it soar. Now I was genuinely excited. I called Kevin with the good news, but suddenly he had more ideas. "By the way, at the opening of the song, I want her to sing a cappella." Instinctively, as a record producer/composer/arranger, this stopped me dead in my tracks. I didn't think Whitney should sing without instrumental backing, not even for the opening. "Kevin, that's a lousy idea. If you want a cappella for the scene in the movie, fine. But for the single record, I'm going to put music around it."

"Just try it," he said.

I went to the studio and did what I'd been asked, giving Kevin a forty-second a cappella opening. I used a terrific singer named Nita Whitaker and we nailed that demo to the cross. The big pause, the boom, the uplifting key change. It really worked. It was one of those soaring moments that make people crazy with emotion, and that's what I look for in designing every single song: One thrilling moment when, if you're playing it live, the audience will jump to its feet and roar.

A couple of nights later, I went to Whitney's dressing room again and played the demo. She absolutely loved it. I mean loved it.

When it came to time to shoot the scene that features the song, I was in the ballroom of the Fontainebleau Hilton Resort in Miami, with Kevin and Mick, the director, and they told me they wanted the performance to be real — in other words, no lip-synching. While we were still rehearsing, I got a phone call from Dolly Parton, who had heard that we were using her song in the film. She shared with me a rather significant detail: "By the way," she said, "don't forget there's a third verse that Linda Ronstadt never did on her version."

"What are you talking about? What third verse?" I asked.

"There's a third verse. I'll give it to you over the phone."

When I got off the phone, I had to run into the rehearsal and stop everything. "Guys, I just found out about a third verse. We haven't demo'd it. We've got to make the song forty seconds longer." The third verse made so much sense — And I hope life will treat you kind / And I hope that you have all / That you ever dreamed of — that we just had to use it.

On the night of the actual shoot, it was pouring rain. Whitney was about ready to step out onto the ballroom stage, and the recording musicians were hidden offstage, waiting for their cue. I had to keep running back and forth to make sure everything was in place, and to repeat, for maybe the tenth time, exactly how I wanted the musicians to play the song.

Kevin wanted it to look absolutely seamless, but recording while filming is never easy to pull off, and I wasn't optimistic. Whitney's first run-through was spectacular, however, and everything fell magically into place. When she opened her mouth, I realized that Kevin Costner had come up with one of the greatest ideas in the history of movie music. Whitney's mom, Cissy Houston, the renowned soul and gospel singer who had recorded with Mahalia Jackson, Aretha Franklin, and Elvis Presley, was standing right beside me in the ballroom, and she realized it, too. At one point, she turned to me and said: "You know, you're witnessing greatness right now." She was right.

Whitney really nailed it.

My recording team and I returned to L.A. to perfect the lead track, as well as some of the other songs we did for the movie, including "I Have Nothing," which I co‑wrote with Linda; Aaron Neville's "Even If My Heart Would Break," with Kenny G on sax; and "Run To You."

When Whitney came into the studio to fine-tune some of the vocals, she was a revelation. It had been a bit of a challenge to get her to show up, since she was still busy filming, but once she arrived she'd toss off her jacket, step up to the microphone, and go like a racehorse. And she definitely had that star power thing going on: You could feel she was in the room before you saw her, and you knew she was gone even if you hadn't seen her leave.

With the exception of "I Will Always Love You," we recorded the Bodyguard tracks first, and Whitney mimed them brilliantly to a playback on camera for the movie. But she couldn't always do what I asked her to do, and in fact she very rarely gave me exactly what I wanted. I'd say, "Whitney, I want you to go" — and then I'd warble some kind of lick, and she'd understand my shorthand and say, "Okay, got it." But then she'd deliver something totally different, and many times it was better than what I thought I was looking for. When it didn't work, however, I would tell her, in my usual blunt manner, and it didn't take her long to realize that I don't believe in compromise.

I had the greatest respect for Whitney, and I believe the feeling was mutual, but we never became close friends. I also liked Bobby Brown, her future husband, who was there all the time. He'd be in the control room with me, egging her on: "Yeah, baby, that's fantastic! It's great. It's unbelievable. You're amazing, baby!"

They were inseparable and fueled each other with their manic energy, and she missed Bobby whenever he left the studio. She worked hard, and was even more focused without him there, but she always had her eye on the phones. Every time they lit up she'd stop singing and go, "Is that my man? Is that my Bobby callin'?"

I didn't see any hint of abuse, or of drugs, but they certainly seemed addicted to each other. They loved each other to a point of serious co‑dependency, and when Bobby was gone too long she'd begin to fade. Maybe it was love's version of the shakes.

Over the years, some people have told me that they don't think The Bodyguard was Whitney's greatest album, but I believe I pushed Whitney to one of her greatest vocal performances ever, especially on "I Have Nothing."

And the song came about in a funny way. Linda actually wrote the lyric, but Mick Jackson, in his infinite wisdom, thought the sentiments were all wrong, so he made her write an entirely different second lyric. She did, and then together we wrote a third lyric that just ragged on his choice, albeit good-naturedly. (Take me for all I have / Take my creative lyrics and turn them to crap.) Luckily, Mick has a solid enough sense of humor; he got the message and we went back to Linda's original lyric.

The song had to be run by Kevin Costner to make sure he liked it. (Doing music for films is always by committee, but in this case it was tolerable because I really respected Kevin's opinion.) Again, I asked Nita Whitaker, who had done such a tremendous job on the demo for "I Will Always Love You," to demo this one for me. Because there was no piano in Kevin's office, I asked my friend, Alan Thicke, whom I'd known since my jingle days, if we could use his Toluca Lake home — near the Warners lot, where Kevin had his office — to perform the song, live. We took Nita to Alan's place and met Kevin there. We did the song for him and he flipped for it. He flipped for Nita, too, and ended up putting her in the movie. (She played the act that's on just before Whitney's character performs at the Oscars.)

But the story was far from over.

The soundtrack for The Bodyguard was coming out on Arista, the label founded by Clive Davis, one of the industry's premier record executives. He is a brilliant guy with golden ears, but he also had a well-earned reputation for scrutinizing and overanalyzing everybody's music. When the time came to mix the song and send it to him, I knew that he would get back to me with a bunch of comments and suggestions for the remix. Not because the song necessarily needed it, but because he was Clive Davis — and he could.

So I thought I'd outsmart him. I asked my engineer, David Reitzas, to do a passable rough mix. I didn't want him to spend twelve hours on something Clive was going to change anyway.

"Don't waste a lot of time," I said.

Reitzas came up with an impressive mix, but there were a number of things we both wanted to change — the vocal reverb wasn't quite right; the strings weren't loud enough; the sax was too loud; we wanted to add a guitar lick near the end — but I messengered the DAT over to Clive's office anyway. (DAT for Digital Audio Tape format, which was state-of-the-art back then; they can be copied and recopied with no degeneration in sound quality.) I knew Clive was going to ask for changes, and by sending him a substandard mix I was simply buying myself time to create the perfect version of the song. I had my own vision for it, and I wasn't going to sell my vision short.

I also planned on doing some additional work on the live ballroom recording. Whitney's vocals were terrific, as I've said, but there were parts of the track that didn't work for me — a direct result of recording and filming simultaneously.

In short order, Clive called with startling news: "I love it!" he said. "I absolutely love it." I had never heard Clive Davis say that before, ever, and certainly not on a first pass.

"Great, great," I said, but my heart sank. I had more work to do, and I stumbled my way through the rest of the conversation. "Well, Clive, you know, there are just a couple more things I want to do with it to make it tiny little bit better,"

"Sure, okay," he said, "but I love this."

Coming from Clive, that was a warning: Don't mess with it! I went back and did what I had to do, a process which took a dozen hours, and sent the remix to Clive. "I made only a few changes," I said. I guess I was relying on the power of suggestion.

But I should have seen what was coming. "What did you do to it?" he said. "I hate it. Why did you make all these changes? I told you I loved it."

I spent another dozen hours at the board trying to tweak the tweaks, thinking maybe he'd forget, but Clive Davis doesn't forget. Two months after the insanity started, we were still arguing. "What are you doing to me?" he said. "The original mix was perfect!"

Then we really got into it. "I don't know how you can say that," I said. "It's not there yet. I'm still working on it. I put my heart and soul into that song, and I don't want to use that mix."

And Clive shot back: "You know something, David? I think we should get off the phone before one of us says something he'll regret."

I took a deep breath, braced myself, and came clean: "Clive, I've got to be honest with you. That mix doesn't even exist anymore. That original mix was actually a rough mix. We threw it together in twenty minutes. I don't have it."

"But I do!" he said. "I've been carrying it around in my pocket all summer. I'll get it back to you, you'll master it, and that will be the final record."

To this day, I happen to think that my mix was superior. We'll never know, however. We mastered the original DAT and that became the record. The sax remained out of tune and there was no electric guitar tacked onto the end. And the vocals stayed the same.

The song was a history-making blockbuster. "I Will Always Love You" locked in at number one on Billboard's Hot 100 for an astonishing fourteen straight weeks, which at the time was the longest run ever. The soundtrack sold an unprecedented one million units a week for two weeks in a row. The single, by one count, sold some ten million copies worldwide, crossing over from pop, and hit Number One on Billboard's R&B, Adult Contemporary, and radio airplay charts. The film went on to gross $411 million worldwide, and today the soundtrack ranks as one of the all-time top-selling albums in the world, with over forty million units — grossing as much as the film. It was mind-blowing.

In the months and years that followed, I often heard "I Will Always Love You" described as "the love song of the century," and I'm not going to argue with that. I'm very proud of it, and proud of having been part of a signature moment in Whitney's career. Whether you loved it or hated it, the song made you feel, and at the end of the day that's what it's all about. Whitney's mother had it right: We caught lightning in a bottle that night.

When the Grammys finally rolled around in 1994, all hell broke loose at the awards: "I Will Always Love You" won for Record of the Year, the soundtrack won for Album of the Year, Whitney walked off with Best Female Pop Vocal Performance, and I took home my second Producer of the Year award in three years. I also won a Grammy for Best Instrumental Arrangement Accompanying Vocals for "When I Fall in Love," which Celine Dion sang as a duet with Clive Griffin. (I had to beat out two of my own nominated tracks to win: "I Have Nothing" and Streisand's "Some Enchanted Evening.") I went up on stage several times to accept our awards, and it was a damn sight more fun than the 1993 Grammys, when I was nominated for seven awards and won nothing.

Before any of this happened, however, while The Bodyguard was still grinding its way through production, I went back to work with Celine Dion.

I had introduced her to American audiences with Unison, and our next effort was The Colour of My Love. The lyrics to the title song — and very few people know this — were written by Dr. Arthur Janov, the Santa Monica-based author of The Primal Scream. Art is a friend of mine, and for many years we have been working on a musical, and one of our songs turned out to be perfect for Celine — so we cannibalized our own work. We really didn't want to give it up, though. It was our best song, and we hoped our musical would eventually end up on Broadway, but Celine wanted it so badly that we eventually caved in.

And you know, now that I think about it, I am reminded that the lyrics to another of Celine's songs were written by an even unlikelier guy, my friend Edgar Bronfman, Jr., who was then running Universal. In his other life — his dream life — he was a songwriter, and over the years he had always asked me to think of him if I ever needed a good lyricist. One day, I got a call from Celine's camp, asking me if I'd write a song for her for a Japanese soap opera, and I came up with the melody that very night. Then I remembered what Edgar had said, and I called him at home. "Would you be interested?" I said.

"Yeah," he said. "Absolutely. Send it over."

"Great," I said.

On Monday, bright and early, I called to find out where my lyrics were, and he said he hadn't even had time to start thinking about them.

"But Edgar," I said, "I told you I needed them by Monday."

"No, you didn't," he said. "We just acquired Universal and I have like a thousand things to do. I would have never agreed to this."

"Well, I thought I told you I needed them by Monday," I said, ignoring the fact that he had suddenly become the most powerful man in the entertainment business. "How about if I give you till tomorrow? Will that work?"

"Tomorrow?" he said. "That's like a minute from now in my life!"

"Well, I'm sorry," I said. "But I still need it tomorrow." By that time he was trapped, of course, since in a way he had committed to doing this for me — at least as far as I was concerned. So he stayed up all night and pounded it out, and the lyric was really good. The song is called "To Love You More," and at one point Edgar wrote: Don't go you will break my heart / She won't love you like I will / I'm the one who'll stay / When she walks away.

When we went to record the song, he actually came to Los Angeles — to the Record Plant — and the whole thing was surreal. This was the chairman of Universal — movies, music, theme parks, the whole thing — and he was sitting beside me with the lyrics while Celine was rehearsing, making changes as we went along. "Maybe she should say 'it' there instead of 'and'."

I loved it, and Celine loved it. It was a great day. We were in the studio till three in the morning, but it was worth it: That little song ended up selling fifty million copies. It was released in Japan in 1995, in Canada the following year, and in the U.S. a couple of years after that — and it became the most successful song in Edgar Bronfman's career as a lyricist (so far).

Speaking of hits, I actually passed on Celine's biggest song ever, "My Heart Will Go On" — the title track from the film Titanic. To this day I don't relate to that song. I think James Horner is a brilliant composer, but that song just didn't do it for me. I remember trying to talk René out of doing it. "You shouldn't do that song! It's really not that good!" But he didn't listen to me, and he advised Celine to record it.

There's another lesson for you: If you're gonna go wrong, go wrong big.

I sure went wrong big on that one. But I dislike the song to this day, and the funny thing is I never stop hearing about it. I'll be on a plane or something, and the person next to me will ask me what I do, and I say I'm a music producer. And then they'll ask me if I've produced anything they might have heard, and I mention a few of the artists I've worked with: Streisand, Whitney, Natalie, blah blah, blah. And whenever I mention Celine, they invariably say the exact same thing. "Oh my God! 'My Heart Will Go On' is my favorite song ever!" Not the guys usually, but all the women under ninety. And I always have to say, "Well, I didn't produce that one." And they don't believe me — at that point they begin to wonder whether I even know Celine, or whether I'm even in the music business. They think I'm bullshitting them because that song defines Celine — it's who she is.

At that point I have to explain the whole story, why I didn't take it, etc., and it's long and convoluted, so more recently — when people tell me they love that song — I just smile and nod and thank them, and I take credit for it. I feel badly for Walter Afanasieff, who actually produced it, but it's just easier to say I did it because it seems to make people happy. But Afanasieff produced that song with Simon Franglen and James Horner, and they deserve all the credit. Especially Walter: This is a man who started out as Whitney Houston's arranger and went on to produce for Mariah Carey, Lionel Richie, Luther Vandross, Destiny's Child, Christina Aguilera, and for just about every other singing sensation on the planet.

I still get that once a week, though. "Oh I love the Titanic song!" And at some point, if I keep lying, I'm going to start believing I actually did produce it.

Still, when I pass on something, I pass big. I passed on Flashdance. I thought, Welder by day, disco dancer by night? Are you fucking kidding me?

Still, Celine is in a class by herself. People often ask me about her, just as they ask me about the other artists I've worked with, and I can relate to that — I'm curious about famous people, too. And Celine is the one artist I've worked with who should write a book about how to be a perfect artist; and I believe this for two simple reasons. One is that Celine has been a star for so long that she doesn't really know anything else, so she never behaves like a diva. If I ask her to do something, she does it without complaint. "You tell me what to sing," she'll say. "You tell me when I should go loud, soft, up, down, whatever, I'll do it."

And two, Celine is incredibly down-to-earth, a rarity in a star of her magnitude. When we worked on her first album, Unison, she would raise her hand and ask permission to go to the bathroom. And when we last worked together, this past year, on an Elvis Presley duet for American Idol, she still raised her hand and asked to be excused whenever she left the microphone.

She is humble almost to a fault, unlike many stars, male and female, who are quick to disown the people who helped them scale the heights. I believe they do this because they are trying to distance themselves from their modest beginnings. They don't like to be reminded that that they were once nobodies. Celine is most definitely not one of those people.

I also admire Celine because she's smart enough to trust her camp. I tell young artists all the time that they shouldn't change their camp while it's working. She trusts her songwriters, she trusts her arrangers, and she trusts her producers. Most of all she trusts René, who discovered her when she was twelve years old, has managed her career brilliantly, and who many years later ended up marrying her. Their story is truly one of the great love stories of all time. They love each other like no two people I've ever seen.

Funny enough, while I was working on this book, somebody asked me if I had read Celine's book. I didn't realize she'd written a book, or that she'd had several books written about her, but I was informed that in one of them she complained about one of her sessions with me. We were working on "All By Myself," from her 1996 Falling Into You album, and apparently I kept making her do the song over and over again. There's a very difficult note in that song, and it's a tough note to hold, but that was also the moment that I had specifically designed to bring a live audience to its feet — the moment that makes the song — and that moment hadn't existed in the original version. If I pushed her, that's why I pushed her. Still, that being said, in her book she describes me as being cold and contemptuous that day, and she claims that at one point I said, "I can always ask Whitney to do it." I don't remember saying that, but if I did, I can tell you I was kidding — and it wouldn't be the first time my twisted sense of humor got me in trouble. Anyway, at the end of the day, Celine was right: Her first take was her best, and the other four takes ended up in a vault somewhere, fated never to see the light of day.

While Celine and I were working on "The Power of Love," I was also working at the Record Plant, on a Michael Bolton album. One night Kenny G was in the studio with us, playing sax, and it was getting late. At around midnight I said, "I'm tired. I've got to go home."

But Bolton is very persistent. "Come on, David. Just give me one more hour." He can also be very protective of his voice. On more than one occasion, he'd show up at the studio with a scarf around his throat, pop a couple of throat lozenges, then approach the mike and hum a few bars. "Ugh," he would say. "Not going to happen today. Not feel ing anything." And everyone would have to go home. But who are we to argue with that? The man is one of the great vocalists of all time, and if he says it's not going to happen, it's not going to happen.

Finally, at 2:00 a.m., I said I'd had enough, and I got into my Chevy Suburban for the forty-five-minute drive back to Malibu. When I was about ten minutes from home, zipping along the Pacific Coast Highway, I looked up and saw what appeared to be a homeless man standing in the middle of the road in nothing but a pair of shorts. His arms were spread wide, sort of like Jesus.

In the split-second it took me to react, it was already too late, and I hit him dead center at about forty miles an hour. He flew ninety feet and landed in the middle of the road, and I got out of the car in a complete panic. I dialed 9-1-1 on my cell phone. "I've just killed a homeless person," I said, and my voice was at least an octave higher than normal. "Please send help."

I gave the emergency operator my location, and a few details about the accident, and ran off to see if I could help the poor guy. At that point, however, given the impact, and the speed at which I'd been driving, I wasn't really expecting any miracles.

He was lying across the dividing line, in a fetal position, and there was blood everywhere, and he seemed to be trying to lift his hand, so I took his hand and sat next to him and cradled him as best I could. "You're going to be all right," I said, my voice cracking. "They're sending help." But in my heart I knew he was dead. There was no way a human being could have survived that collision.

I'm not sure he was conscious, but I kept talking to him, telling him that help was on the way, and that he was going to be just fine, and then I saw a pair of headlights coming at us through the darkness. Now I thought, Holy shit! We're both going to get run over! I stood up and waved frantically until the driver saw me and slowed down. It was a big truck, and we were at the crest of a hill, and fortunately he hadn't been going very fast. When he stopped, I hurried over and literally yanked his door open, still in a panic, and the poor guy — a Hispanic who didn't appear to speak English — must have thought he was in the middle of a horror film. "Man, I need help right now! Come on! Help me take care of this guy! I hit this homeless guy with my truck! I don't think he's going to make it!"

To his credit, he didn't panic or try to run away. He left the truck and followed me back to where the guy was lying, probably dying on me, just as a helicopter roared into view and landed less than fifty yards away, right on PCH. A moment later, two sets of cops arrived in two patrol cars, and I tried to explain what had just happened. I was in shock, only semi-coherent, and then I saw two paramedics hurrying past with a big black body bag and my heart just sank. The guy was gone; I'd killed a man. A moment later, however, I heard the paramedics hollering excitedly. "He's alive!" "Get him in the chopper!" Within a minute, they had him in the helicopter, and seconds later it lifted off and whisked him away.

At that point, still in a daze, I phoned Linda and told her what had happened, and she arrived within five minutes — the accident had occurred that close to home. For the rest of the night, I was practically in a coma, lying there with my eyes open, unable to sleep, unable to move. And every so often I'd be jarred by a violent flashback, where I found myself repeatedly reliving the accident, exactly as it had happened. It was surreal. I thought that kind of thing happened only in the movies.

The next morning it was on the news, and Linda came into my room and said, "David, that homeless guy you hit wasn't a homeless guy. It was Ben Vereen."

"Ben Vereen? How could it be Ben Vereen? I just met Ben Vereen in Canada a few months ago." It was true. I'd done a benefit in Montreal with Celine, and Vereen, an actor/singer/dancer, had been the master of ceremonies.

"Well, the news is saying it's Ben Vereen," Linda said. "They say he's in the intensive-care ward, and it looks like he's not going to make it."

For the next three days, I literally could not get out of bed. I was crushed with depression. I have this saying, "I can only be as happy as my unhappiest child," and at that moment I felt as if Ben Vereen was one of my kids, as if I was somehow responsible for him, and obviously he couldn't have been feeling too happy just then.

I kept trying to get information about Ben's condition, but nobody was able to help. Finally I reached David Loeb, Ben's musical director, and he told me an amazing story. Apparently, earlier that same evening, Ben had been in another accident in which he totaled his Corvette. He had struck his head on the mirror, and his manager had taken him to the hospital, but he refused treatment, so she took him back to her house, in Malibu, and Ben ended up crashing on her couch.

In the middle of the night, Ben woke up in a confused state and decided he would walk the seven miles to his own house. He let himself out of her place in nothing but his shorts, and that's when I hit him — as he was making his way along PCH.

Now here's the most amazing part of the story: When the chopper got him to the hospital, for the second time that evening, he was unconscious and in no position to refuse treatment. The doctors did a complete body scan and found a subdural hematoma in his brain, caused by the earlier accident. If they hadn't found it, he would have bled out in his brain and been dead by 7:00 a.m. In other words, it's a good thing he got out of bed to walk the seven miles home, and it's a good thing I ran him down and put him back in the hospital, where he belonged.

When I was finally sufficiently recovered to get out of bed, I called constantly for updates on Ben's condition, and about ten days later I was told that he was doing much better and would soon be starting rehab. At that point, the fog lifted a bit, and I began slowly going about my normal life. But he was never far from my thoughts. His recovery was my recovery. Until he was well, I wouldn't be well.

I made inquiries about visiting him, and everyone kept putting me off, saying he wasn't ready, but three months after the accident my phone rang early one evening. "Hello?" I said.

"Good hit," a voice said. It was Ben.

Good hit. Copyright © 2008 by David Foster

Table of Contents

1 The Comeback

2 Perfect Pitch

3 "Wildflower"

4 The Producer

5 Slip Sliding Away

6 Barbra. Madonna. Michael.

7 "Pop" as in "Popular"

8 Daughters and Sons

9 Decade No. 5

Acknowledgments

Awards