Interview with Award-Winning 'Top Gun' Soundtrack Songwriter Tom Whitlock

(This interview was originally published March 19, 2014 on the now-retired Kickin' it Old School blog. It is one installment in an incredible series of interviews we are republishing on Rediscover the '80s for posterity and your enjoyment. These are more than just interviews in a way; they are more like '80s timelines or oral histories on their respective subject matters. Please keep in mind the original date because some content could be specific to the time of the interview, though the majority should be timeless and totally rad.)

Mr. Whitlock passed away in February of 2023 at the age of 68, so this opportunity to interview him before that is even more special to me.

When the opportunity presents itself to ask a few questions to someone who contributed to the awesomeness of the '80s, I will continue to share those answers with you right here. Again, lucky for me (and hopefully you), I do get to share a little more awesomeness with you.

This time that awesomeness is Tom Whitlock. He is a songwriter/lyricist who is best known for co-writing the Academy award-winning "Take My Breath Away" with Giorgio Moroder for Top Gun. He also co-wrote "Danger Zone" for Top Gun and another Kenny Loggins soundtrack hit in "Meet Me Half Way" from Over the Top. He's worked on many other soundtracks and has written songs for many great artists. Find out more about him, writing those hit songs and more as we get on to some selections from my interview with Tom Whitlock...

Q: When and how did you get your own start in the music industry? Please tell us a little about your earlier career. Then, how did you meet Giorgio Moroder and end up moving into writing songs for other artists to perform?

Tom: I was born and raised in Springfield, Missouri - the home of the Ozark Jubilee (which was the first syndicated country music television show). Everybody from Chet Atkins to Brenda Lee to Elvis appeared on the broadcast. Because of that, there were fantastic musicians around and some successful music publishers including Si Siman who also had a recording studio. One of Si's most successful writers was Wayne Carson (who wrote "Always on My Mind" and "The Letter" and many more great songs). I started playing drums at the age of 11 and pretty quickly fell into gigs and song demo sessions for some of the great writers like Wayne and Ronnie Self. There was also a huge demand for live bands in those days and we would travel all over playing high schools and colleges and crazy alcohol fueled fraternity/sorority parties.

Starting at age 15, I spent a lot of time at the piano writing songs. Lots of gigs, lots of sessions and lots of not very good songs. I dropped out of college after my first semester and went to Los Angeles where I had a deal with a major film company's music publishing company - no success, so I went back to college to study music theory. In 1976, my friends and I had a band that was signed to Mercury Records - that had a 2+ year run. So, by now you see the pattern: a bit of education and then some kind of action. In January of 1983, a friend and I headed back to L.A. to start a band with another pal who was living there. We pretty quickly found out that we couldn't make that happen - you had to pay for rehearsal space and you had to pay to get in the clubs.

My friend, Dave Concors, was a tech at Westlake Audio and also took care of the home studios of Quincy Jones and Giorgio Moroder. A few weeks into this L.A. adventure, Dave called and asked me to meet him in the Valley at a studio that had been Davlen. While helping him remove some speakers in the main control room, the back door slammed and some guy came storming down the hall dropping some F bombs. I said to Dave, "Who is that?" and he said, "That's Giorgio Moroder; he just bought this place." I asked him to find out what was wrong and Giorgio said that the brakes on his Ferrari weren't good coming down Coldwater Canyon. I asked Dave to find out if he wanted me to fix them... so I went to Pep Boys and bought a pile of Castrol brake fluid. I had my tools in my 1970 Volvo and I went out to the parking lot and bled out the old brake fluid and replaced it with new. I had been a shade tree mechanic since I was 15 (I bought my first car for $400 - a 1959 Triumph TR3). A few weeks later, they hired me to hang around to answer phones, do some billing and run errands, etc. The sweetener was that at 5:00 or so I could hang in the studio and Giorgio's engineer Brian Reeves would teach me how to record. They were finishing the 'Flashdance' soundtrack and I think 'Scarface' was next. By the way, I thought I was rich because I made $5 an hour and worked 100 hours a week. Tons of amazing projects were coming through and when everybody left I would work on my songs. Eventually Giorgio's in-house publisher heard one and snagged it for a German project.

Q: How did you then begin writing songs with Giorgio Moroder?

Tom: Right after I started working for the Moroder organization, Giorgio, Keith Forsey and Irene Cara won an Academy Award for "Flashdance... What A Feeling" which was credited as music by Giorgio and lyrics by Keith and Irene. Keith had been with Giorgio since the Musicland days in Munich where he played drums and wrote lyrics for some huge Donna Summer hits and also co-wrote hits with Harold Faltermeyer. Keith was also producing the Billy Idol records in New York City which were very time intensive and he wasn't available for lyrics. Pete Bellote (who co-produced Donna Summer and co-wrote a lot of the songs) was living in the UK so he too wasn't around. Giorgio needed a lyricist and there I was... minimal talent but maximal proximity!

Lots of demand for songs in those days (especially if you were in Giorgio Moroder's orbit). So many projects were coming through: 'Scarface', 'Beverly Hills Cop', Stallone movies, Simpson/Bruckheimer movies, etc. I fell in about the tail end of 'Flashdance' and was busy until Giorgio sold the studios a few years after 'Top Gun'.

Q: How did your songwriting partnership work? What can you tell us about Moroder and your experiences working with him?

Tom: The working method was fantastic: Giorgio would go to an unoccupied studio and one of us would set him up with a Linn Drum, a keyboard and a microphone. He would make a track with a melody which was mainly non-specific in terms of words. He would give me the track and I would work on a lyric from the minute he handed it over until it was time for a demo singer to sing. He would also give the track to Brian Reeves (his engineer), Richie Zito (guitars and programming and more) and Arthur Barrow (who played keys and bass and is a great sound designer and programmer as well). Those guys would work late cutting the track. The next day Giorgio might have some ideas for changes which Richie, Arthur and Brian would execute and then it was time for a demo singer. I would generally hang with the singer for a bit to help them learn the song and warm them up and then Giorgio would come in to nail it down and add harmonies and backgrounds. I always wrote the lyrics precisely to his melody - my theory was that his choices were intentional and that he had such an unbelievable knowledge of hit songs that I had no business overreaching. Sometimes he might make a change while we were singing and I would adjust on the fly - big fun!

I did whatever I could. If the Lamborghini broke down in Venice Beach, I would go sit there all night until the right kind of tow truck was available. If I needed to sleep on the floor to get up and let carpenters in at 5am, I did that. If Brian De Palma wanted bagels, I got bagels. If Giorgio's mother wanted groceries from Gelsons, I went to Gelsons. It was a blast! The rewards were immense! I got to be the fly on the wall while some of the most successful directors, producers and artists were working on some of the most successful movies and songs of the 80s and 90s. How lucky is that?

Q: How did you come to work with Moroder on the Top Gun soundtrack?

Tom: Top Gun came to Giorgio's studios (Oasis Recording Studios) for several reasons. The producers, Don Simpson and Jerry Bruckheimer, had just had massive success with Giorgio on Flashdance and because Harold Faltermeyer (an alumnus of Giorgio's Musicland Studios) was going to do the score. The producers and the Music Supervisor (Michael Dilbeck) came to the studio with over 300 songs to audition against various scenes. There was a Sony TV in the studio and they would run footage and play bits of songs against various scenes. Nothing seemed to be working very well so (if I remember correctly) Jerry asked Giorgio to write something. Giorgio came up with the track that became "Danger Zone".

Q: Speaking of "Danger Zone", what can you tell us about how that song was written and evolved?

Tom: "Danger Zone" came from the track that Giorgio cooked up for the opening carrier deck scenes. I wrote the lyrics and Joe Pizzulo sang the demo and they flew it against those opening scenes and it worked. In retrospect, I may have been a bit too clever (or obvious) with all of the allusions but it was fun nevertheless. As with most of the stuff we did in those days, everything was conceived and executed under pressure. Giorgio wrote a track and melody. Richie, Arthur and Brian recorded it and by the next day we were cutting a demo vocal with Joe. Since there was a soundtrack album deal in place, it took a while to figure out who was going to sing "Danger Zone" because the record company that was going to release the soundtrack wanted an artist that was signed to their label. I don't remember who all was considered but there was some mention of Bryan Adams (who passed reportedly because he didn't want to be involved in a military themed project). [Also reportedly offered to Toto and REO Speedwagon as well.] Kenny Loggins was eventually chosen.

Once Kenny Loggins was on board, I went to meet him at a house in Encino and ran the lyric down. He moved some stuff around and had a few ideas (please note that anything that makes you cringe in the song is Kenny's fault). He came over and sang it a few days later. He's masterful in how he uses his voice and extremely adept at recording. It all went down very quickly. "Danger Zone" has gone on to have an amazing run of usages in other films, on television and commercials. Crazy lucky again!                                                                             

The Top Gun soundtrack was hugely successful eventually going 9x platinum. "Danger Zone" was released in May of 1986 as the lead single from the soundtrack and was quite successful in its own right. The single, which did an excellent job of setting a tone early in the film, peaked at #2 on the Billboard Hot 100. Here is the video for "Danger Zone" by Kenny Loggins...

Q: Now please take us back to when you co-wrote "Take My Breath Away". What is the back story about how that song was conceived and written? Any other interesting details about creating this beautiful song?

Tom: A few days after we figured out "Danger Zone", Giorgio started the track that became "Take My Breath Away". I wrote the lyrics driving home from the studio and then spent a few hours at home that night polishing it off. We did a demo with a background singer and a few days later Tony Scott [director] and crew reconvened with Tom Cruise and Kelly McGillis to shoot the new love scenes - the movie had been considered done until they heard "Take My Breath Away". If you see those scenes, you'll notice that they are lit differently and there are those gauzy curtains blowing around - all of that was to disguise that some months had gone by and the actors didn't look exactly the same. It took a bit to get to the right singer. Columbia had one of their artists in mind but she wanted to change the melody and write new lyrics! We didn't call her back. Giorgio and Richie Zito had done a song with Berlin that had done well a couple of years earlier and Giorgio thought of Terri Nunn to sing the song. Giorgio had one little change in mind the day before we recorded the vocal so I came up with a couple of alternatives for that - I didn't choose which until we were walking into the room. I started recording the vocal with Terri. Giorgio joined us and Terri just plain nailed it.

Now that we had two songs that were in the movie, it was decided that we would do three more on the off chance that we might qualify for the "Song Score" category for the Academy Awards. Unfortunately, we just missed that possibility because one song was faded too quickly (each of the five songs have to be of a certain length as well as having been written by the same composer and lyricist). We were lucky enough to win the Academy Award for Best Song. Giorgio and I had quite a few successful songs but none of them come close to approaching the success and longevity of "Take My Breath Away". ASCAP (the performing rights society) recently compiled a list of the 100 most successful songs of the last 100 years - "Take My Breath Away" was #26!

"Take My Breath Away" was released as a single in June of 1986 and grew quite popular as evidenced by its impressive ranking #26 on ASCAP's 100 most successful songs of the last 100 years list. It reached #1 on the Billboard Hot 100 in September of 1986 and made the top 5 in at least 15 other countries. This worldwide smash also went on to win both the Academy Award and Golden Globe for Best Original Song. I find it very fascinating that they actually reassembled to create a love scene around this song after shooting had ended, but it seems that it was well worth it. Here is the video for "Take My Breath Away" by Berlin...

The song is beautifully written including Whitlock's poetic lyrics:

Watching every motion
In my foolish lover's game
On this endless ocean
Finally lovers know no shame

Turning and returning
To some secret place inside
Watching in slow motion
As you turn around and say

Take my breath away

Q: What can you tell us about winning the Oscar and Golden Globe for Best Original Song? What was it like attending those award shows, then actually winning and getting up there to accept the award?

Tom: One of the interesting things about being nominated for an Academy Award was that two other people with ties to my hometown were nominated that year: Kathleen Turner (born in Springfield, MO) was nominated for Best Actress for 'Peggy Sue Got Married' and Tess Harper (who went to college there) was nominated for Best Supporting Actress for 'Crimes of the Heart'. That put a little extra buzz in the air. Since then, Brad Pitt (another native Springfieldian) has won two Academy Awards for his production company Plan B.

The Golden Globes are basically like going out to dinner except that there's a red carpet and paparazzi. It's a good time since you're at a table with some interesting people you may not have met before and there's food and drink. The Academy Awards are insane (and long). You can get up and wander around and get a drink or use the facilities (someone comes and sits in your place while you're gone so that the broadcast doesn't reveal empty seats). Another thing that was interesting that had never occurred to me was how badly some people wanted to win. It was really sad to see their faces when they didn't. I never thought about winning or losing (I didn't even plan what to say - I just tried to fill in some of the names that Giorgio didn't mention). I should have made a list because there were a few people that I forgot. We (my date and I) ended up at a party at the original Spago above Sunset near the old Tower Records. We sat at a table with Dennis Hopper, David Lynch, Isabella Rossellini and Michael Douglas. Every time I got up from the table, Hopper would hide my Oscar someplace.

So what's it like? Surreal. Heady. You get a little bit too big for your britches for a while. And, as a friend of mine who's been to these rodeos a few times says, "It's great to be nominated but it's better to win". Did it make any difference? Sure. You go to a few more meetings that don't lead to anything. You maybe get an extra gig or two. But it was fun!

Q: What are your sentiments regarding "Take My Breath Away" now 28 years later?

Tom: All I know is that I am one of the luckiest people ever. A lifetime of fooling around with pop songs? And you get royalties? Sign me up! I've written a ton of songs - for a long time I wrote 100 songs a year (or more). None of them matter compared to "Take My Breath Away". That song is still on fire after all of these years - airplay may be tapering somewhat in the U.S. but it is still huge in Europe. Some of the other songs have done well for a time, but "Take My Breath Away" has legs.

Some years ago, Sony Music Publishing bought the Famous Music Catalogs from Paramount Pictures (Famous had a piece of "Take My Breath Away"). When Marty Bandier was asked why they made the acquisition he replied, "We wanted to get copyrights like "Take My Breath Away". I'm happy that it's valuable. When it comes on the radio, I still turn it up. I still like the cinematic images in the lyric and I love it that even Terri Nunn says that she still doesn't know what the song is about.

Q: What were your feelings about the film Top Gun in general and how your songs were used within it?

Tom: I was very gratified by how the film evolved after we wrote "Take My Breath Away" and Tony Scott shot the love scenes to it. I think that made a huge difference in the film. It's hard for me to assess the film because I was there for almost every minute of the creation and execution of the score and songs (at least the ones that we did). That holds true for every film that I worked on in that time period - by the time it was released I had seen every scene, every change and agonized over every bit of film so many times that I couldn't SEE the movie anymore - all I see are the bits. For the time, it was a great summer movie and people loved it and continue to love it. (As I answer this question, the techs from my home alarm system company are upgrading the equipment - one of the guys saw the 9 million platinum record plaque hanging in my office and said that 'Top Gun' is his favorite movie - I can't argue with that.)

Q: You also worked on the Over the Top soundtrack and co-wrote another hit for Kenny Loggins in "Meet Me Half Way". What can you tell us about how that song was conceived and written? What inspired those lyrics? Any other interesting details about creating this song?

Tom: I remember (possibly erroneously) that "Meet Me Half Way" was originally intended to just be a 30-second piece. I nicked the title from the script (please don't tell anyone): Stallone's character [Lincoln Hawk] says something like, "The world meets nobody halfway". I took that line and then it somehow evolved into a love song. The song did pretty well, but the movie didn't. For some reason, the producers decided to market the film around the tough-guy Stallone angle instead of to a family audience. I guess I wasn't in charge of that! The movie came and went, so the albums left the stores. Meanwhile, Sammy Hagar had a #1 AOR hit with "Winner Takes It All", Kenny Loggins had a #1 on the Adult Contemporary chart with "Meet Me Half Way" and "In This Country" by Cheap Trick was used as the theme for the Tokyo Formula One race and gets airplay there... and yet we sold no albums! This is why my children have no shoes.

"Meet Me Half Way" was released in February of 1987 and is an example of the unusually successful song from an unsuccessful movie. It peaked at #11 on the Billboard Hot 100. This song has always registered with me probably due to Loggins' voice and Whitlock's lyrics:

In a lifetime
Made of memories
I believe
In destiny

Every moment returns again in time
When I've got the future on my mind
Know that you'll be the only one

Meet me halfway
Across the sky
Out where the world belongs
To only you and I

Whitlock also co-wrote seven other songs on the Over the Top soundtrack including "Winner Takes It All" which was a hit for Sammy Hagar. Here is the video for "Meet Me Half Way" by Kenny Loggins...

Q: What do you remember best about the decade of '80s music? What lasting impact do you feel music from the '80s has made?

Tom: I best remember the vitality and the variety of music. Real people playing real instruments as well as sequenced synthesized pop music. Certainly some of the greatest albums of all time were recorded in the '80s. I love the sound of so many of those productions - the days of amazing studios with beautiful sounding analog gear manned by some of the greatest recording engineers of all time. I also miss singers that could sing without auto-tuned vocals!

Impact? How about units sold? I don't think anything since has approached the aggregate numbers of those days. Plus, the surviving (and healthy) acts from those days can still fill the biggest halls. I've seen Tom Petty and the Heartbreakers as well as Aerosmith in the last couple of years and they were both sold out AND amazing!

What do you think? Wasn't radio better in the '60s, '70s and '80s? That whole targeted format thing seems to have made stations way too narrow in their scope with no fun factor. I can remember sitting in a car waiting for that one amazing song to come on the radio again.

In addition to Top Gun and Over the Top, Whitlock also helped create songs for many other soundtracks from the '80s including: American Anthem (1986), Revenge of the Nerds II: Nerds in Paradise (1987), Beverly Hills Cop II (1987), Rambo III (1988), Dream a Little Dream (1989) and many more since then. He also wrote the English lyrics to the official theme song for the 1988 Summer Olympics, "Hand In Hand", which sold over 13 million copies worldwide and topped the chart in 17 countries.

Q: Please tell us a little about where your career has taken you since the '80s. What are some of your proudest professional accomplishments?

Tom: Songs have taken me all over the world. I have basically continued to do the same stuff (still trying to get it right!). Write, record, mix, repeat. I've also rehabbed and built some beautiful log cabins. I've had a fantastic life with my family. For many years, I had amazing recording studios with the monster SSL console and all of the toys. In the last couple of years, I've liquidated most of that stuff (I decided that 30 years of cleaning the studio bathroom was enough).

Proud? I would more likely say "amazed" and "thankful". Obviously winning the Academy Award and selling millions of records of songs that I was fortunate enough to participate in are the big ones. Having written a song which is #26 on ASCAP's list of 100 biggest songs of the last 100 years is fantastic. That one is the most recent development that makes me laugh out loud with joy.

Q: What else is Tom Whitlock up to nowadays? Musically and otherwise? Any remaining ambitions or regrets?

Tom: Just did some songs for an Italian movie. Wrote eight or ten lyrics for Giorgio Moroder a couple months ago. I hadn't heard from him for years - he's busy doing DJ gigs of his hits. Headed to meetings with a young artist and Michael Omartian [producer] on Monday. Working on opening a business selling amazing custom one-of-a-kind pieces (furniture, light fixtures, etc.) for my 25-year-old step-daughter north of Nashville. We have a long term dog/animal rescue operation called Clover For Rover - save 'em, get 'em well and find them homes or else they live at the farm forever. We also rescue retired race horses. Still write some songs, cut some demos. All the usual stuff that an aspiring songwriter does. Ambitions? I'd like to meet somebody who'd give me some more amazing melodies and I'd like to meet a singer that can rip your heart out. Regrets? None.

I am so honored that Tom was able to take some time to answer some questions so I could share them with you here. From fixing his brakes to writing multi-platinum hits with Giorgio Moroder, it is an amazing trip. I want to take this occasion to again thank Tom Whitlock for his contributions to '80s pop culture especially through "Take My Breath Away" and, even more, for going back to the '80s with us here for a little while as well.

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