Fresh Air pays tribute to legendary composer Burt Bacharach

TERRY GROSS, HOST:

This is FRESH AIR. I'm Terry Gross. Today we pay tribute to Burt Bacharach. He died last Wednesday at age 94. His name became synonymous with the craft of songwriting at its most elegant and imperiled, wrote music critic Francis Davis in The Atlantic. Full disclosure - Francis is my husband. Bacharach, along with his longtime collaborator, lyricist Hal David, wrote many hits in the '60s and early '70s, including "Make It Easy On Yourself," "I Just Don't Know What To Do With Myself," "Only Love Can Break A Heart," "Don't Make Me Over," "Anyone Who Had A Heart," "Wishin' And Hopin'" and "Always Something There To Remind Me." Here's some more Bacharach and David songs.

(SOUNDBITE OF SONG, "PROMISES, PROMISES")

DIONNE WARWICK: (Singing) Promises, promises. I'm all through with promises, promises now. I don't know how I got the nerve to walk out. If I should, remember...

(SOUNDBITE OF SONG, "RAINDROPS KEEP FALLIN' ON MY HEAD")

B J THOMAS: (Singing) Raindrops keep falling on my head. And just like the guy whose feet are too big for his bed, nothing seems to fit. Those raindrops are falling on my head.

(SOUNDBITE OF SONG, "YOU'LL NEVER GET TO HEAVEN (IF YOU BREAK MY HEART)")

THE STYLISTICS: (Singing) So remember. If you're untrue, angels up in heaven are looking at you. You'll never get to heaven if you break my heart. So be very careful not to make us part. You won't get to heaven...

(SOUNDBITE OF SONG, "WHAT THE WORLD NEEDS NOW IS LOVE")

JACKIE DESHANNON: (Singing) What the world needs now is love, sweet love. It's the only thing that there's just too little of.

(SOUNDBITE OF SONG, "WHAT'S NEW PUSSYCAT?")

TOM JONES: (Singing) What's new, pussycat? Whoa. What's new, pussycat? Whoa. Pussycat, pussycat, I've got flowers and lots of hours to spend with you. So go and powder your cute little pussycat nose.

(SOUNDBITE OF SONG, "I'LL NEVER FALL IN LOVE AGAIN")

WARWICK: (Singing) What do you get when you fall in love? A guy with a pin to burst your bubble. Oh, that's what you get for all of your troubles. I'll never fall in love again.

(SOUNDBITE OF SONG, "THE LOOK OF LOVE")

DUSTY SPRINGFIELD: (Singing) The look of love is in your eyes, a look your smile can't disguise.

(SOUNDBITE OF SONG, "ALFIE")

WARWICK: (Singing) What's it all about, Alfie? Is it just for the moment we live? What's it all about when you sort it out, Alfie? Are we meant to take more than we give, or are we meant to be kind? And if only fools are kind, Alfie, then I guess...

GROSS: In that medley, we heard Dionne Warwick, B.J. Thomas, The Stylistics, Jackie DeShannon, Tom Jones, Dusty Springfield and more Dionne Warwick. All those songs are written with lyricist Hal David. Bacharach was also known for his arrangements and his signature use of trumpet to accentuate his syncopations and shifting time signatures. We're going to listen to two of my interviews with Bacharach. We'll start with the one I recorded in 2010 with Bacharach and Hal David, when their musical "Promises, Promises" was revived on Broadway. Neil Simon wrote the book for the show, adapting it from the Billy Wilder movie "The Apartment." The revival starred Sean Hayes and Kristin Chenoweth.

(SOUNDBITE OF ARCHIVED NPR BROADCAST)

GROSS: Burt Bacharach, Hal David, welcome to FRESH AIR. You know, it's such an honor to talk with you together. I was always hoping for a chance this would happen, and I'm grateful that it has. Let's talk about some of the songs you wrote for the show. Let's start with the title song "Promises, Promises," which Jerry Orbach sang in the original production. So let's start by hearing his performance of "Promises, Promises."

(SOUNDBITE OF SONG, "PROMISES, PROMISES")

JERRY ORBACH: (Singing) Promises, promises. I'm all through with promises, promises now. I don't know how I got the nerve to walk out. If I shout, remember. I feel free. Now I can look at myself and be proud. I'm laughing out loud. Oh, promises, promises. This is where those promises, promises end. I won't pretend that what was wrong can be right. Every night, I'll sleep now. No more lies. Things that I promised myself fell apart. But I found my heart. Oh, promises, their kind of promises take all the joy from life. Oh, promises, those kind of promises can just destroy your life. Oh, promises, promises. My kind of promises can lead to joy and hope and love - yes, love.

GROSS: That's Jerry Orbach in the original cast recording of "Promises, Promises."

BURT BACHARACH: Jerry Orbach - he was wonderful in the show. I mean, but I remember with Jerry Orbach coming into New York when I came into New York, and we'd come to see the show maybe after he'd been playing three months, and I'd go backstage and see the cast, and Jerry Orbach would say to me, man, if I have to sing this song again one more - you know, because it's - granted, it is a very note-y (ph) - in other words, it's not an easy song to sing. My motivation was the urgency that makes it work dramatically, or you think it's going to work dramatically by the anger that comes through in that many notes and that many words. But Jerry, after three months of saying, why'd you have to make it so difficult, night after night? He's up there doing "Promises, Promises."

GROSS: So, Burt Bacharach, you said, it's so note-y because it has to show anger. Well, the instruments, the orchestra is kind of, like, churning behind (laughter) the singer. And it's just like - there's such a kind of hyperactive energy going on there. And the time signature keeps changing.

BACHARACH: You're right.

GROSS: It changes, like, 20 times during the song.

BACHARACH: Very good.

GROSS: So it's just kind of, like, frenetic sounding and disorienting in a way. It's wonderful. Did you consciously say, when you sat down to write the song, it needs 20 different time signature changes?

BACHARACH: Oh, no. I've never done anything, like, intentionally. When I write it out, I realize, hey; that's - you've got to change time signature in this bar, time signature in this bar. So it's not deliberate. I mean, that's the main thing. It can drive musicians crazy, you know, until they stop counting and just hear and feel the music. I think it's kind of selfish on my part. I just write it. So as far as your observation about the churning in the orchestra, yeah, so much of what I've written, whether it's from the show or whenever, it's almost like they come out of the same bed, you know? It's not just piano and voice. It's like where the drums will be playing, where the strings come in. They are made and created about the same time as the song is being written.

GROSS: So you hear that all in your head as you're writing the song. You hear the percussion. You hear the trumpet.

BACHARACH: Yeah. Yeah.

GROSS: OK. Well, that leads me to the final version I want to play of "Promises, Promises." And that's the one that was the really big hit, Dionne Warwick's version. Did you know at the start that you would ask her to do this song? She had already had hits with some of your songs.

BACHARACH: Well, she was an extraordinary vocalist and a great vehicle for what we would write. And the more that we would write for Dionne, the more we would see where we could go with her, the challenges that we could do.

HAL DAVID: Dionne is a great musician...

BACHARACH: Yeah.

DAVID: ...And has a great feel for the songs we wrote.

BACHARACH: And also, how, you know, by having that kind of mobility - I mean, you take a song like "Promises, Promises" - in somebody else's hands, it could sound maybe labored or under duress being sung. Dionne just kind of floated through it, like, effortlessly. And that was one of the things that she had...

GROSS: She's incredible.

BACHARACH: ...The ease.

GROSS: Let's hear her recording of "Promises, Promises."

(SOUNDBITE OF SONG, "PROMISES, PROMISES")

WARWICK: (Singing) Promises, promises. I'm all through with promises, promises now. I don't how I got the nerve to walk out. If I shout, remember I feel free. Now I can look at myself and be proud. I'm laughing out loud. Oh, promises, promises. This is where those promises, promises end. I don't pretend that what was wrong can be right. Every night, I'll sleep now. No more lies. Things that I promised myself fell apart. But I found my heart. Oh, promises, their kind of promises can just destroy a life. Oh, promises, those kind of...

GROSS: One of the things I like...

BACHARACH: Yeah.

GROSS: ...About that recording - it's so vivid. And I just love all the orchestral things going on in the background. And, like, is it kettledrum or timpani that you're using in...

BACHARACH: Timp, yeah.

GROSS: Timpani.

BACHARACH: Yeah, orchestra bells. Yeah.

GROSS: Oh, I just love hearing all of that. So that's all in your mind as you're writing the song.

BACHARACH: Yeah, just about.

GROSS: And I think it's actually more vivid on the Dionne Warwick recording than in the Broadway cast recording.

BACHARACH: Well, it's also slower. That surprised me.

DAVID: Yeah.

GROSS: It is, yeah. Uh-huh.

BACHARACH: When you started to play it, I said, wow.

DAVID: Yeah.

BACHARACH: Wow. I must have taken a slow pill or something before we recorded that. But I think - also, I was thinking probably how we were thinking, like, commercially...

DAVID: Yeah, it would...

BACHARACH: ...What would be - the easier one to grasp would be maybe a little more slow, measured tempo.

DAVID: Well, whatever it was, it is slow, no question about it. But she is smooth, and yet she's got all the music and all the lines in the songs. She's really telling it to us.

BACHARACH: Yeah.

GROSS: Let's talk about the other really big hit from the show, "I'll Never Fall In Love Again." There's a great story behind the song. So whichever one of you wants to start telling it, go ahead.

DAVID: Well, when Burt was hospitalized with pneumonia...

BACHARACH: It was, like, maybe three days after we opened. It wasn't too...

DAVID: Yeah.

BACHARACH: And we had good reviews in Boston (ph).

DAVID: Yeah.

BACHARACH: We thought we had a hit.

DAVID: Yeah, we thought we had a hit. But there was one spot in the show - we had a song called "Wouldn't That Be A Stroke Of Luck?" or something similar to that.

BACHARACH: Yeah.

DAVID: And...

BACHARACH: That's a good title, Hal.

DAVID: Yeah. But we threw it out. That song didn't work. Everybody liked the song, but the audience didn't like the song. And while Burt was in the hospital, I started writing lyrics to that song. You know, the famous lines - what do you get when you kiss a girl? You get enough germs to catch pneumonia. After you do, she'll never phone you. I don't recall thinking that Burt was in the hospital and had pneumonia, but obviously, it was some subconscious thing about it because that's what I wrote.

GROSS: OK, so we have to hear the song now. So this is "I'll Never Fall In Love Again," aka the pneumonia song. And why don't we hear Dionne Warwick sing it?

(SOUNDBITE OF SONG, "I'LL NEVER FALL IN LOVE AGAIN")

WARWICK: (Singing) What do you get when you fall in love? A guy with a pin to burst your bubble. That's what you get for all your trouble. I'll never fall in love again. I'll never fall in love again. What do you get when you kiss a guy? You get enough germs to catch pneumonia. After you do, he'll never phone you. I'll never fall in love again. Don't you know that I'll never fall in love again? Don't tell me what it's all about.

GROSS: We're remembering composer Burt Bacharach, who died last Wednesday at the age of 94. We'll hear more of my 2010 interview with Bacharach and his songwriting partner, the late lyricist Hal David, after a break. This is FRESH AIR.

(SOUNDBITE OF MCCOY TYNER TRIO'S "(THERE'S) ALWAYS SOMETHING THERE TO REMIND ME")

GROSS: This is FRESH AIR. We're remembering composer Burt Bacharach, who died last Wednesday. Let's get back to my 2010 interview with Bacharach and his longtime lyricist, Hal David.

So how did you get a sense that you should collaborate with each other? I mean, what did you know about each other's work? What attracted you to each other musically?

BACHARACH: Well, Hal had been doing it longer than me and kind of successfully. He had hits. And, you know, it was an interesting time in the Brill Building, the famous Brill Building. There were seven floors of music publishers...

DAVID: Publishers.

BACHARACH: ...Where you could go and play a song for one publisher. And then he said, I don't like it. And then you go down the hall and play it for another. And then, as I said, was a very interesting time.

GROSS: You've both - you wrote so many hits together. At what point did you break up? And why did you stop writing together?

BACHARACH: Well, it's a long story.

DAVID: Yeah.

BACHARACH: I think we get involved with a motion picture that probably never should have been made. Making a motion picture, a movie musical with new songs, it's not like you can go to Boston and try it out. The film is shot. And the idea that you can replace a song and reshoot the scene and the sequence - the picture was called "Lost Horizon." And it presented its own set of problems. And I must say that I wrote the score, the background score, as well as writing the songs with Hal. Songs sounded good. I mean, they still sound good to me.

DAVID: Yeah. The score, I think, is a very good piece of work. But the movie just didn't work.

GROSS: So the film was bad. The songs were good. How did that break up your relationship?

BACHARACH: I didn't want to write anymore, period. And...

GROSS: Really? It was - you were that discouraged from that movie?

BACHARACH: Listen; I drove up to the opening night theater having just read the LA Times review. And I just wanted to get out of town. I wanted to go down to Del Mar - I had a little beach house there - and hide, you know, and not write and just play tennis every day. And even though my attorney told me, hey; you know, you're going to get in trouble with your commitment with Hal to write for Dionne. She's going on Warner Brothers now. New label, new album is expected to come out. And I just ignored his advice - very bad. So you know, as far as responsibility and blame, it's all on me, you know?

DAVID: Well, whatever it was, we've been friends ever since.

BACHARACH: Yeah. It was just - you know, I'm very happy to own that up, Hal, you know? We should've just - again, should've, could've - sat down and just said, let's wrote some new stuff for Dionne's album. But hey, man. I didn't want to write with anybody, you or anybody.

GROSS: Hal David, did you want to give up songwriting after the movie got such bad reviews and you realized how bad it was?

DAVID: No. I could understand why someone would. But no, I didn't. I kept writing.

GROSS: So I thought we could close with another song. And this is a song that you wrote - that you didn't write for "Promises, Promises," but it's been interpolated into the new production. And the song is "I Say A Little Prayer." And I thought we'd use Aretha Franklin's 1968 recording of it.

DAVID: Great record.

GROSS: Yeah. Were you amazed to hear her record this?

BACHARACH: It's a better record than the record we made.

DAVID: We did, yeah. I mean, we - and we did a great record, but she topped it.

BACHARACH: Oh, yeah.

GROSS: Why is this one better?

DAVID: You'll hear (laughter).

BACHARACH: It's more natural.

DAVID: Yeah.

BACHARACH: It's just more natural. We're talking about bar changes, time on the chorus. Forever, forever, you'll stay in my heart. And I will - you know, that's going 4/4, 3/4, 4/4, 3/4. Then regard the way it was treated by Aretha, because Aretha just makes it seamless, the transition, going from one change to another change. You never notice it.

GROSS: OK. It's been really an honor to speak with you both. Thank you so much for doing this.

BACHARACH: Hey - good talking to you.

DAVID: Good to talk to you.

BACHARACH: Thank you.

GROSS: I recorded that interview with songwriters Burt Bacharach and Hal David in 2010. Bacharach died last week. He was 94. Hal David died in 2012 at the age of 91. Coming up, an interview I recorded with Bacharach and Elvis Costello. They began collaborating on songs in the '90s. I'm Terry Gross, and this is FRESH AIR.

(SOUNDBITE OF SONG, "I SAY A LITTLE PRAYER")

ARETHA FRANKLIN: (Singing) The moment I wake up, before I put on my makeup, makeup, I say a little prayer for you. And while combing my hair now and wondering what dress to wear now, wear now, I say a little prayer for you. Forever, forever, and ever, ever, you’ll stay in my heart. And I will love you forever, forever, and ever, ever. We never will part. Oh, how I love you. Together, togethеr, together, togethеr, that's how it must be. To live without you would only mean heartbreak for me. Ooh. I run for the bus, dear. Well, while riding, I think of us, dear - us, dear. I say a little prayer for you. And at work, I just take time - and all through my coffee breaktime, breaktime, I say a little prayer for you. Forever, forever, and ever, ever, you’ll stay in my heart. And I will love you forever, forever, and ever, ever. We never will part. Oh, how I love you. Together, togethеr, together, togethеr, that's how it must be. To live without you would only mean heartbreak for me. Nobody but me. Forever, ever, and ever, ever, you’ll stay in my heart. And I will love you forever, forever, and ever, ever. We never will part.

(SOUNDBITE OF MCCOY TYNER TRIO'S "YOU'LL NEVER GET TO HEAVEN (IF YOU BREAK MY HEART)")

GROSS: This is FRESH AIR. I am Terry Gross. We're remembering songwriter and arranger Burt Bacharach. He died last Wednesday. He was 94. With his longtime songwriting partner, lyricist Hal David, Bacharach wrote many pop hits of the '60s and early '70s including "The Look Of Love," "Walk On By," "Anyone Who Had A Heart," "Don't Make Me Over," "I Say A Little Prayer" and "Alfie."

In 1998, 12 years earlier than my interview with Bacharach and Hal David, I spoke with Bacharach and Elvis Costello, who had begun collaborating together. The two would have been unlikely collaborators in the '70s, when Bacharach was famous for his harmonically and rhythmically complex, highly orchestrated pop songs and newcomer Elvis Costello was performing unpolished, high-energy pub rock. This unlikely duo was formed when they were asked to co-write a song for the film "Grace Of My Heart." They continued to write songs together.

Next month, a collection of their songs will be released on a box set called "The Songs Of Bacharach & Costello." When I spoke with them in 1998, they'd just released an album of their songs called "Painted From Memory," featuring Costello singing with Bacharach conducting the orchestra and playing piano.

(SOUNDBITE OF ARCHIVED NPR BROADCAST)

GROSS: Elvis Costello, what have you learned from working with Burt Bacharach about the construction of songs, about harmonics and meter and all of that?

ELVIS COSTELLO: Well, I - obviously, you have different dispositions about harmony. And also, I mean, I've always been intrigued by Burt's use of uneven meter. And I can't say I've imitated it, but I found myself doing it. I think if you're not a particularly schooled musician, you might do it in a very natural way. And I think the reason that those odd bars now and again in Burt's compositions work so effectively is because they're never done with self-consciousness. They're done to enhance the naturalistic way in which people express themselves. I think it mirrors the way we speak or the way we think in uneven phrases. We don't think all exactly in 4/4. And therefore - you know, we confide, and then, we suddenly blurt something out. Well, I think that that's where the passion lies in his compositions.

BACHARACH: I've tried to never do it...

COSTELLO: Yeah.

BACHARACH: ...For a factoid, just to be different.

COSTELLO: It's never - never seems for a fact, you know?

BACHARACH: I mean, sometimes I get a little bit perplexed when I try to write it down and suddenly realize, oh, my God, it's a 7/8 bar, you know? I mean...

COSTELLO: But it feels natural. When we perform "Anyone Who Had A Heart," I never think...

BACHARACH: Yeah.

COSTELLO: ...Twice about...

BACHARACH: Right.

COSTELLO: ...What it is. I mean, we've been performing some of Burt's songs that contain - and there are some aspects of them in - "My Thief" has a bar of 5/4...

BACHARACH: Right.

COSTELLO: ...In the first verse, in each - you know, in each of the opening verse. And it never - it doesn't seem unnatural, you know?

BACHARACH: Well, we want to not only make it feel natural for you, the comfort level as songwriters, but also that listening audience out there that's not going to see that as a pimple going by, that 5/4 bar.

COSTELLO: Yeah, not going to throw them all another foot in there. You know, it's not as if we're making dance records, but there should be...

BACHARACH: We're not...

(LAUGHTER)

BACHARACH: We're not? Now you tell me, Elvis.

COSTELLO: Oh, no.

BACHARACH: You said, come on, we're going to - after "God Give Me Strength," they'll all be, like, dancing.

GROSS: Well, you know, when I, like, for instance, listen to "Promises, Promises," I never thought to myself, gee, what a tricky set of signature - time signature changes, but - and the sheet music. If you look at the sheet music - the line, promises, those kind of promises take all the joy from life - there's one bar of 3/4 followed by a bar of 4/4 followed by a bar of 6/4, then 3/4...

BACHARACH: Very good.

GROSS: ...4/4 then 6/4. And then, promises, promises, my kind of promises, that's 3/4, 3/8 and then 4/8. I mean, who even sees 3/8 in sheet music? So Burt Bacharach, these kind of shifts just come into your mind and then you write them down and that's when you realize how tricky they are?

BACHARACH: Well, I think that was driven - yeah, that certainly was driven by the intensity of what that had to say theatrically, on stage, in "Promises."

GROSS: Right, 'cause that was written for the show "Promises, Promises."

BACHARACH: Right. So it had to have a drive of its own. And, yeah. I heard it, played it, and started to notate it, write it down. Oh, my goodness. We got a 3/8 bar, and here comes another 3/8 bar 'cause it can't be a 6/8 bar, putting the two 3/8s together. It's a 3/8. It's a 3/8. It's a 4/8.

And even when I'm doing it, like, with a symphony orchestra now, I try to get them to think - to add one thing - instead of just counting the 3/8, 3/8, 4/8, to hear what the girls are singing or hear the musical content, rather than reading those eighth notes, and go, (singing) promises, promises - and one. So right there, that takes care of your 7/8 bar, you see? (Singing) Promises, promises - and one (vocalizing). But if they don't sing in their head - I mean, the background voices and the strings are playing (vocalizing). See? The girls are going (singing) promises, promises.

And the trumpet players have to come in one beat later. So it would be (singing) promises, promises (vocalizing). But if they can hear in their head (singing) promises, promises - and one. If they count that way, it's a breeze. It's simple.

GROSS: So...

COSTELLO: An easy lesson for you. It's easy.

BACHARACH: Of course, the symphony orchestra sometimes would look at me with great dismay and say, what is this man saying?

COSTELLO: I mean, this is the kind of stuff that you can every day work together - throws up, you know? Obviously, we - to go back to your question about harmonics or harmony, I should say, the - I mean, I've written a good degree of music down particularly when I've worked with musicians from the classical and jazz field, who are more used to the written page. But when it comes to popular song, of course, working in a rock band, you hardly ever write anything down - sometimes a string overlay of a rhythm section. But the rhythm section parts, the chord progressions are very simple, and you don't - it would be stupid to write them down. They're so - they're too easy to remember. You would inhibit yourself in the communication.

GROSS: Well, Burt Bacharach, what influenced you harmonically? What music were you listening to that you think formed your basic, you know, musical, harmonic mind?

BACHARACH: I think when I did get interested in music, it certainly was the French impressionist Ravel, you see, and Rachmaninoff. And suddenly, to hear what was going on in the world of jazz, opposed to the world of jazz that I knew before, coming from listening to the Dorsey band or Harry James - and suddenly, somebody opened this giant door, and there was Dizzy Gillespie and Tadd Dameron and Charlie Parker, Thelonious Monk. It's like another light years away.

GROSS: And why do you think that rather than becoming, say, a bop musician or bop composer, arranger, you went into pop instead?

BACHARACH: Oh, I don't think I would have ever been a good enough jazz pianist, bop pianist. You know, I was influenced by it. But the same reason I never became a serious classical composer starting with Darius Milhaud and Henry Carroll - it was a learning process. I liked the music, appreciated the music. I always felt that if I pursued it, you know, I'd be writing maybe on a commission from a symphony, that I'd hear the work two years later. I'd have to supplement my income by - or make money teaching at a university. It's a hard route, you know? I like a nice place to live in. And I wasn't going to get it that way. I like the comfort level a little too high. And the other thing is I just didn't want to do it enough.

GROSS: Right. Right.

(LAUGHTER)

BACHARACH: So there will never be - maybe that's the thing. But there'll never be a regret coming from me - you see? - where I'll say, oh, God. It - just been different, if I'd written that one great symphony. Well, that's off the list. That doesn't - that's just a fabrication in my mind, for me to ever say that.

GROSS: Yeah, yeah.

BACHARACH: I have one regret, that my mother was so disappointed because Leopold Stokowski asked me to write a piece years ago, probably when "Promises, Promises" was out there. And I was commissioned by the American Symphony. And, you know, they said, we'll premiere it in three years. And I was used to the gratification, you know, of write a song, go into the studio, make the record and hear it on the way home, hear it on the way home or the next morning when you turn on the radio. Three years.

COSTELLO: That's a long time, isn't it?

BACHARACH: Long time. And I took a pass. And I was fine taking a pass on it. But...

COSTELLO: But she was disappointed.

BACHARACH: My mother was very disappointed.

GROSS: We're listening to the interview I recorded in 1998 with Burt Bacharach and Elvis Costello. We'll hear more after a break. This is FRESH AIR.

(SOUNDBITE OF MCCOY TYNER TRIO'S "ONE LESS BELL TO ANSWER")

GROSS: This is FRESH AIR. Let's get back to my interview with Burt Bacharach and Elvis Costello. When we recorded this in 1998, they'd just released an album of songs they co-wrote called "Painted From Memory."

Let me play "God Give Me Strength," which was the song that you first collaborated on for the movie "Grace Of My Heart." And it's the last track on your new CD, "Painted From Memory." Do you want to say anything about writing the song before we hear it?

COSTELLO: If anybody's seen "Grace Of My Heart," I mean, it follows the story of a songwriter who goes through all sorts of tribulations romantically. And where this song appears in the story, it had to fulfill a certain role. So that actually helped us, I think, in getting our collaboration started. It got us past the - you know, we might have said, right, we're got to write all songs about pomegranates or something, you know? I mean, we could've taken an abstract idea, you know? Instead of which, we had a very, very definite framework.

And once we'd created that song, particularly after we recorded it six months later for the end titles, initially just for the end titles, I think it was inevitable that we would write more songs together. It just felt too good. And the experience of recording together felt too good. And I hope you can hear that in the record. It's - the record starts so gently. It's the quietest record I'd ever made up to that point. But think where it ends up. It also has one of the biggest crescendos of any record I've appeared on.

GROSS: Right.

COSTELLO: And not a record that comes in, you know, and gives you everything about it in the first four to eight bars, but something that really develops. And then to be in the studio singing with the rhythm section, and then to hear the orchestration added to that, is absolutely a thrill, you know? It's still a thrill when I hear it.

(SOUNDBITE OF SONG, "GOD GIVE ME STRENGTH")

COSTELLO: (Singing) Now I have nothing, so God, give me strength 'cause I'm weak in her wake. And if I'm strong, I might still break. And I don't have anything to share that I won't throw away into the air. That song is sung out. This bell is rung out. She was the light that I'd bless. She took my last chance of happiness. So God, give me strength. God, give me strength.

GROSS: That's "God Give Me Strength," originally written for the movie "Grace Of My Heart," now featured on Elvis Costello and Burt Bacharach's CD "Painted From Memory."

"God Give Me Strength" opens with a lovely flugelhorn line. And Burt Bacharach, I mean, your arrangements are filled with flugelhorns and trumpets. I mean, there's so many songs of yours where that's just - I've come to think of it as a signature. I was wondering if you ever played trumpet or, you know, why you hear trumpets in so many of your songs?

BACHARACH: It's a very expressive instrument, you know, for a singular - it's one of the few instruments when I could, say, make a statement to set up on an intro or a figure. It speaks more vocal than, like, a flute would have or clarinet. Or a saxophone is a little bit of another picture. But I used to write dummy lyrics on flugelhorn parts, just on introduction things, just so they weren't just notes. So the flugelhorn player would be able to see the note, sing the note, even though it made no sense. It was a lyric, but it made no sense. But it just had the right sound vocally, vowel wise, for that right note. Trumpet players, in the original times when we were recording it, till they got to know me, thought I was nuts (laughter). But there is something about it, you know? Just say, sing it.

GROSS: So, Burt Bacharach, I want to get back to the idea that you often have a dummy lyric in your head when you're writing a melody or even when you're just writing an instrumental line in the arrangement. Can you give me an example of a song that you wrote a dummy lyric for just on the trumpet line?

BACHARACH: Say I had a figure that went (vocalizing), OK? And there was the trumpet that's going to play then. Now, rather than just notate it that way, I might write something - I'm very big with putting a hold on. I like that expression. It just kind of fits a lot of different figurations. So that could have just been, (singing) hold on, and I'll be there. Now, you see; in the hands of a good flugelhorn player, you get that. He'll understand that. He'll understand that better because he'll to understand it's not how long you hold a note because it's notated. A dotted eighth note - sure, that's how it will probably speak. But he understand if you sang it just where you release that note.

GROSS: I want to play another record here, and I thought that we'd play the Elvis Costello version of the Burt Bacharach-Hal David song "I Just Don't Know What To Do With Myself."

COSTELLO: Oh, my God.

GROSS: And this is a great song, and there's great recordings of it. Elvis, your - I love your version of it. And then there's, of course, the Dusty Springfield version, which is a classic. And on the new Rhino box set, it also features the original version of the song by by Tommy Hunt. So before we hear all three versions, Burt Bacharach, would you tell us about writing the song?

BACHARACH: In the Brill Building days, where Hal and I would work every day, we had a whole roster of Scepter artists that were potentially artists to record. And I guess that was going to be either for Chuck Jackson or for Tommy Hunt. And I went and wrote the orchestration and made the record with Tommy. And that was the initial record. I liked the record. I liked the way he sang, too. So, you know, every other record afterwards is a different record in a way than what the original was. I mean, they might be better, but, you know, the original often comes right out of the bed with me.

GROSS: Well, right now why don't we hear "I Just Don't Know What To Do With Myself"? And first, we'll hear Tommy Hunt, then Dusty Springfield, then Elvis Costello.

(SOUNDBITE OF SONG, "I JUST DON'T KNOW WHAT TO DO WITH MYSELF")

TOMMY HUNT: (Singing) I just don't know what to do with myself. I don't know just what to do with myself. I'm so used to doing everything with you, planning everything for two. And now that we're through, I just don't know what...

(SOUNDBITE OF SONG, "I JUST DON'T KNOW WHAT TO DO WITH MYSELF")

SPRINGFIELD: (Singing) I just don't know what to do with my time. I'm so lonesome for you. It's a crime. Going to a movie only makes me sad. Parties make me feel as bad. When I'm not with you, I just don't know what to do. Like a summer rose needs the sun and rain, I need your sweet love to beat all the pain. I just don't know what to do...

(SOUNDBITE OF SONG, "I JUST DON'T KNOW WHAT TO DO WITH MYSELF")

COSTELLO: (Singing) I just don't know what to do with myself. I just don't know what to do with myself. Baby, if your new love ever turns you down, come back. I will be around, just waiting for you. I don't know what else to do, don't know what else to do, don't know what else to do. I'm still so crazy for you, oh, oh, oh.

GROSS: That was three versions of the Burt Bacharach-Hal David song "I Just Don't Know What To Do With Myself," sung by Tommy Hunt, Dusty Springfield and Elvis Costello. We'll hear more of my 1998 interview with Burt Bacharach and Elvis Costello after a break. This is FRESH AIR.

(SOUNDBITE OF BURT BACHARACH AND ELVIS COSTELLO SONG, "THIS HOUSE IS EMPTY NOW")

GROSS: This is FRESH AIR. We're remembering composer and arranger Burt Bacharach. Let's get back to my 1998 interview with Bacharach and Elvis Costello after they released an album of songs they co-wrote called "Painted From Memory."

It seems to me your careers started in really opposite places. Elvis Costello, you started in pubs in England. And, Burt Bacharach, you started being music director for people like Vic Damone and the Ames Brothers, Joel Grey, then Marlene Dietrich. And you were in, like, the big nightclubs.

BACHARACH: Yeah, but I was in bars, too, first.

GROSS: Were you?

BACHARACH: I had a job playing in New York City and up in Cape Playhouse restaurant, got fired. Wow, that hurt?

GROSS: Why'd you get fired?

BACHARACH: Because they didn't like the way - maybe I didn't have a big enough repertory to know all the Rodgers and Hart songs and Vernon Duke songs. I don't know why I got fired. It really hurt. I thought I played well enough. I couldn't come home. I was in high school or something up in the Cape. So I took a lesser job in a lesser club and got lobster every Tuesday night and very little money and didn't get fired.

GROSS: But, Burt Bacharach, I'm wondering what you learned from watching Marlene Dietrich perform, what you learned about what songs went over with an audience and how people put songs across to an audience that helped you later in your career as a composer.

BACHARACH: I don't know that I learned things about, like, what songs were - I did understand the theater of it all with Marlene, how she drove for every detail until it was perfect. I mean, we would go into the Olympia theater in Paris, rehearse an orchestra for eight days. You know, this orchestra is over-rehearsed by the second day. What'd you do with an orchestra to keep them going for eight days? But to do the song goes (singing) see what the boys - over and over. By the sixth day...

GROSS: (Laughter).

BACHARACH: So you just had to keep...

COSTELLO: Particularly, a Parisian orchestra. I bet that was real fun.

BACHARACH: Yeah, that was good, really good.

GROSS: (Laughter).

BACHARACH: And in Russia, too - I mean, if just - she'd stand in front of a light and be lit and call the directions standing rigid there for, like, four hours, five hours until she got it exactly the way she wanted.

GROSS: What was it like for you when you started writing for rhythm and blues acts and rock 'n' roll performers after working, you know, for older performers and for older audiences in clubs? - you know, because when you started writing - I mean, you know, people like The Shirelles, you know, The Drifters, Jerry Butler. I mean, this is such a real distance.

BACHARACH: Well, all the time I was really conducting, whether it's Vic Damone or the Ames Brothers, I was always thinking, I got to try to write some songs. This is what I should maybe - really maybe do. And so I was still writing songs. I was writing songs when I was conducting for Dietrich. I'd be somewhere in Warsaw, and The Shirelles record was sitting in No. 4 in the country or something. And it would make - if you really looked at it and looked at the kind of material I was doing with Dietrich and the kind of musical stuff that was coming out there and hearing Jerry Butler doing "Make It Easy On Yourself" at the same time or Chuck Jackson, it made no sense at all. It was like 360-degree turn from (singing) go see what the boys...

GROSS: (Laughter).

BACHARACH: ...To (singing) I just don't know what to do - you know?

COSTELLO: There's something in there, though, somewhere, isn't there? Anything out of the whole - we've talked about this before and I don't know - I wouldn't put you on the spot, but, I mean, I'd say there's bits of "Anyone Who Had A Heart" and "What's New Pussycat?," you know? "What's New Pussycat?" could be - could come right out of...

(CROSSTALK)

BACHARACH: Sure.

COSTELLO: Yeah. It all comes out there somewhere along the line, maybe a couple of years later, you know?

BACHARACH: It's possible. I just remember playing the Olympia once with Dietrich and Quincy Jones coming backstage, you know. And I was having hits, and Quincy was my friend and came backstage. He said, what are you doing, man? What are you doing? I said, well, listen, Q. She's great. I get to see the world. She trusts me. It's a challenge for me conducting this orchestra, making her sound as good as I can make her sound. It's about music.

GROSS: Well, I want to thank you both so much for talking with us. It's really been great fun. Thank you very, very much.

COSTELLO: Thank you very much.

BACHARACH: Thanks for having us.

GROSS: Burt Bacharach and Elvis Costello recorded in 1998 after they released an album of songs they co-wrote called "Painted From Memory." They continued to write songs together. A collection of their songs will be released March 3 called "The Songs Of Bacharach And Costello." Burt Bacharach died last week. He was 94. How lucky we are to have all the songs he gave us.

Tomorrow on FRESH AIR, our guests will be film and TV costume designer Ruth E. Carter. She won an Oscar for the "Black Panther." Now she's nominated for best costume designer for the sequel, "Wakanda Forever." She did Spike Lee's early films "Do The Right Thing" and "School Daze" and was nominated for an Oscar for his "Malcolm X" and for Spielberg's "Amistad." I hope you'll join us. I'm Terry Gross.

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