After Billy Steinberg’s Death, Co-Writer Tom Kelly On Their Five Hot 100 No. 1s Including Madonna’s ‘Like a Virgin’: ‘Nobody Wanted to Touch It’

We’d been writing for a couple of years, so we were we had a routine going that Billy would show up [at my home studio], and at that point, he would type his lyrics out on a typewriter in a pretty structured form.  We had just transcended into synthesizers. We had this synthesizer called the Jupiter 8. It was very popular. A lot of those early- and mid-80s hits, you can recognize the brassy sound of that. [Billy’s opening lyrics] “I made it through the wilderness/Somehow I made it through,” I found that very soft and touching and sensitive, so I tried writing a ballad to it, and it just never quite gelled. We knew it was special, so we weren’t going to toss it. We usually would write something very quickly and efficiently, but that one particular song was really a snag for me, I couldn’t figure out what kind of music to put to it.  Probably the fourth time I picked it up and tried to mess with it, I got so frustrated that I just started being silly and playing this Motown bass line, which the song opens up with, and singing in a falsetto, kind of doing my Smokey Robinson impersonation, because I’m a big fan of his. I probably sang for at least a minute without stopping. We both looked at each other wide eyed, and Billy’s going, “That’s a hit,” and I’m going, “It is. You’re right!”

We shopped it for at least a year. Nobody wanted to touch it. Anything goes now in 2026, but in 1983, the word “virgin” was kind of taboo. We were acquaintances with Michael Ostin from Warner Brothers Records, and we played him a bunch of songs. Towards the end, he [asked], “You have anything for Madonna?”  I didn’t even know who she was, honestly. He said it’s perfect for her because she had that risqué image. The rest is history.

Billy bought me “True Colors,” and I wrote the music very quickly, but I didn’t like the lyric. I think it was about his mom. It was very poetic, but it was really abstract. And then you come to the chorus, and he goes, “I see your true colors shining through.” I told Billy, “This chorus is so perfect. I’ve got a great melody, but the verses, nobody knows what the heck you’re talking about…This should be a universal love song, whether you’re singing it to your lover or your child or your best friend.” One thing about Billy, he wrote stuff very spontaneously, and one of the things he hated the most was having to rewrite something.

There was actually a demo that we made with the [original] lyric on it. There was a gentleman, Dale Kawashima, he [plugged] our songs for us. Billy didn’t want me to give him the tape because it wasn’t done, but I played it for him. He took the tape, and one morning, I was woken up like 6:30 in the morning with a phone call and the voice goes, “Tom, this is George Martin.” I thought it was a joke. He heard the song from Dale, and he loved it. He said he thought it could use some lyrical rewrites, but he wanted it for Kenny Rogers. Cindy did her own quirky version of it, but I sang it almost as a gospel song on the grand piano and strings. It was much more churchy. I said, “You can’t have it because it’s not done. Let us try to finish it.”  

So, then I said, “Billy, we got to finish this. I’ll help you.” I wrote the first couple lines, “You with the sad eyes/don’t be discouraged.”  Billy just needed a couple of lines going in the right direction. He knocked off the rest of the first verse and wrote his second verse, and it was done. John Baruck, who used to manage me when I was an artist, was close with Lenny Petze, who produced Cindy and had signed her on Epic Records. He said, “Do you have something for Cindy Lauper?” We made a demo of “True Colors” with the right lyrics and almost the same day, we got a really fast response that Cindy loved it, and she wanted it. “Girls Just Want to Have Fun” was out and did so well. We just thought that was a better choice than Kenny Rogers at the time. The first time I heard [Lauper’s version], I didn’t like it because she changed a chord a little bit and changed a couple lyrics, and Billy doesn’t like that. But once it’s No. 1, you like it (laughs).

We did this I-10 album and “Alone” was on that record. It was written probably in ‘81 or ’82. Billy still lived in the desert. His dad owned a vineyard, and Billy was a foreman. He’d drive around the 1,200 acres of table grape plants and would make sure that everything was rolling for his dad. When we first started writing songs together, he was committed to continue working for his dad, so he would come to L.A. sometimes and work with me and then I’d go down [to Rancho Mirage, California] the following week. He would get up at three in the morning and go work and he’d be done by three in the afternoon and come straight over to the condo where I had a little portable studio.

One day, he had written the lyric for “Alone” and I just decided I’d start working on it by myself.  He liked it so we recorded it for the I-10 record. That [album] came and went and a couple years later, I was singing background on a Survivor record. Ron Nevison, who was also producing Heart, was their producer. He knew I was writing songs—”Like A Virgin” was already out–and somewhere along the line, he said, “Do you have anything for Heart?” and I immediately remembered “Alone.”

The version that we did on the I-10 album, the set-up for the chorus wasn’t right. I knew it and Billy knew it, when it comes to the part with “Til now, I always got by on my own,” it had a different line, and it wasn’t as dynamic. We had to make a brand-new demo of the whole song. Probably two days later, I went back to do vocals for Survivor, and I handed Ron Nevison a little cassette of “Alone.”  [Heart] were very true to our demo and to the vibe of how it was written. Ann [Wilson] just picked up on the vocal perfectly. I couldn’t have been happy when I heard it.

We went to Clive [Davis] with it. I sang [the demo] with a real staccato-y falsetto like Prince used to use. It was a real funky track. We wanted to put a female on top of me on the higher part and so we had somebody come in and sing it. It was real unusual. We sent it to Clive and said, “Do you have any ideas for someone?” I don’t recall if we were thinking of Whitney Houston or not.

That was one that turned around very quickly, where [Clive] loved it and said he wanted to do it with Whitney. Clive wanted to have us over to the Beverly Hills Hotel, where he always had a bungalow when he came to town. I don’t remember where Billy was, but he wasn’t around, so I went by myself. Clive had a little sparkle in his eye, and he couldn’t wait to play it for me. I didn’t love this one. You know, you do it your own way and when they change it, it was just different. They slowed it down. Ours was this kind of frenetic, Prince thing and it was faster and kind of edgy. Hers is smooth compared to how we did it, although it’s very powerful. When it got done, I said, “Clive, they really slowed it down. I don’t know if that’s right.”  He chuckled and said, “You’ll like it when it’s No. 1.” 

That’s the first No. 1 song that we wrote with somebody else. We had worked with Susanna [Hoffs], and we become good friends, and we always had fun working together. She, like Billy and I, was a huge fan of ‘60s music and of the British Invasion, Beatles and all that stuff. So, often when working with Susanna, we would write a Beatles song or Prince song. We would write a McCartney song or a Lennon song. The song I had in mind when I started working on it was “Here, There and Everywhere” that McCartney wrote. I wanted something real tender like that.

Susanna had been in Washington, D.C. and saw the eternal flame [at John F. Kennedy’s grave]. She came to us, and she says, “I think this is a good title, eternal flame.” And Billy’s nodding and so they woodshed it and put a lyric together. That was at Billy’s house. Then the three of us got together at my house, and I wrote it on piano, and wrote it pretty fast. It just kind of wrote itself. It has little modulations, and it goes around in circles and comes back. It was just like a lullaby to me.

One huge part of that song that none of us created was where the song goes up at the end. That was the producer, Davitt Sigerson. That happened in the studio. They had cellos and stuff, so it was taken to the next level beyond our demo. I just got goosebumps. I mean couldn’t believe how good it was. I wrote that melody and Billy wrote those lyrics with Susanna, but that whole giant exit on that song was done in production. That took it over the line.