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Classic Tracks: Kim Carnes “Bette Davis Eyes”

It was your basic “overnight success” story that was actually many years in the making. When 35-year-old, raspy-voiced singer and songwriter Kim Carnes charged to the top of the pop charts with the infectious, modern-sounding “Bette Davis Eyes” in the spring of 1981, it seemed as though she had come out of nowhere. In fact, she was already a veteran of both Hollywood and various facets of the music business.

At a young age, the L.A. native gravitated toward music, and by 18, Carnes was a working pro, singing on jingle sessions by day and playing at area clubs at night. During the mid-’60s, she also tried her hand at acting, appearing once on the popular Patty Duke Show and winning a decent role in the 1967 “youth” film, C’mon, Let’s Live a Little, which also starred singers Bobby Vee and Jackie DeShannon — co-author of this month’s “Classic Track”! In 1966, Carnes joined the popular New Christy Minstrels folk troupe (now best known as the inspiration for A Mighty Wind‘s New Main Street Singers), where she met two men who would be very important to her career: Kenny Rogers and Dave Ellingson. After her association with the Minstrels ended, Carnes and Ellingson became a formidable songwriting team, not to mention husband and wife (and parents).

Though the couple’s stint as “Kim and Dave” was only marginally fruitful, Carnes kept busy writing songs, singing on demos and even backing up teen idol David Cassidy on a tour. Meanwhile, she put out her first solo album, Rest on Me, which featured James Burton, Glenn D. Hardin and a host of other great players; alas, it was not a commercial success. Through the ’70s, she put out a number of albums that never quite broke through to the mass public (she did have a minor hit in 1978 with “You’re a Part of Me,” a duet with Gene Cotton), but her songwriting career was on fire: She had songs covered by the likes of Frank Sinatra, Nancy Sinatra, David Cassidy and her old friend Kenny Rogers. And when Rogers brought her onboard to sing a duet on “Don’t Fall In Love With a Dreamer” in early 1980, she had her first Top 5 hit. And the hit album from which that single was extracted,Gideon, consisted entirely of Carnes-Ellingson songs.

Around that time, too, Carnes was recording an album of her own for EMI called Romance Dance with producer George Tobin. Unfortunately, Carnes and Tobin did not see eye to eye on a number of issues, and when it came time to complete and mix the album, EMI head Jim Mazza brought in producer/engineer Val Garay to do the job. The album made it to Number 57 on the charts and yielded Carnes’ first solo Top 10 hit, a version of Smokey Robinson’s “More Love.” So it wasn’t surprising when Carnes asked Garay to produce her next album, Mistaken Identity, which included “Bette Davis Eyes.”

It seems as though Garay could do no wrong in this era. The son of a well-known Latin singer, Joaquin Garay (who was Mexican, Basque and Mayan Indian), Val was a young songwriter and guitarist with an eye fixed on producing records when he encountered the great engineer Dave Hassinger (Rolling Stones, Jefferson Airplane, Grateful Dead), who, impressed by Garay’s musical sense and good ears, offered to take him under his wing and teach him the studio craft. Garay assisted Hassinger on numerous sessions at the Sound Factory in Hollywood, and by the mid-’70s, was doing first-rate work on his own, including Linda Ronstadt’s albums from Heart Like a Wheel on, and discs by James Taylor, Orleans, Andrew Gold, ex-Eagle Randy Meisner (who cut a duet with Carnes), Pablo Cruise, Bonnie Raitt and many others; he quickly became one of the busiest guys in town. He attributes his excellent song sense to “my aunt Tully, who was Cole Porter’s personal secretary for many years, and having been around them when I was a kid.”

At the dawn of the ’80s, Garay also opened what would become one of the L.A. area’s top recording studios: Record One in Sherman Oaks. “I built it during ’79 so I could have my own place to work in,” Garay says. “It opened in January 1980. Originally, it just had one studio, which was an API room. The control room was an identical copy — to the eighth of an inch — of the Sound Factory. I spent two-and-a-half million dollars building that place in 1979 and copied it board for board and it still didn’t sound the same,” he says with a laugh. “The [recording] room was a copy of Sound Factory, too: a long L-shaped room. I made it three feet deeper and four feet longer, but it had the same exact proximity to the control room.” Besides the API console, the room boasted 24-track 3M 79 recorders — “which I still think are the best-sounding analog tape recorders ever made. They really had the bottom,” Garay says — and a superb collection of mics and outboard gear.

It was during the search for material for Mistaken Identity that “Bette Davis Eyes” turned up. “[Songwriter] Donna Weiss called me one day and said she had a song that she had just finished writing with Bruce Roberts and could she come over and play it for Kim and me at my office,” Garay recalls. “So she came over and played us the song, and Kim and I kind of looked at each other and we thought, ‘Yeah, not bad.’ But it wasn’t what we were looking for. So she said, ‘Well, you know, I have this other song I gave to George Tobin and nothing ever came of it.’ And that was ‘Bette Davis Eyes.’ Kim had actually heard it and liked it but nothing had been done with it. So she played the demo for me, and it was totally different than the record. It sounds like a Leon Russell track, with this beer-barrel polka piano part. But I loved the melody and I loved the lyrics.”

Actually, the song had a little history already. It was penned in the mid-’70s by Weiss and Jackie DeShannon and was first recorded by DeShannon, in a decidedly country setting, for her New Arrangement album in 1975. DeShannon once said that she had been moved to write this evocative portrait of a teasing woman after seeing smitten actor Paul Henreid lighting cigarettes for Bette Davis near the end of the classic film Now Voyager.

The architect of Carnes’ more contempo arrangement of the song was keyboardist Bill Cuomo. It was he who came up with the catchy riff and also led the band, which “was a conglomeration of the guys I wanted and the guys she wanted,” Garay says. “She kept Bill, [guitarists] Josh Leo and Steve Goldstein — who eventually became my keyboard guy forever, and played on all of The Motels’ records — and [percussionist] M.L. Benoit. Then I brought in [drummer] Craig Krampf, [guitarist] Craig Hull and [bassist] Bryan Garofalo; those were my people. Then, after we’d already put the band together, the day before we started recording, Josh Leo got really sick so I brought in Waddy Wachtel to play guitar. So that’s the band on ‘Bette Davis Eyes.’

“I took them into Leeds rehearsal studio in North Hollywood for three weeks and we rehearsed everything. Oddly enough, the night we were rehearsing ‘Bette Davis Eyes’ was the night John Lennon was murdered. Someone came into the studio in the middle of rehearsal and told us. Very weird. Anyway, we cut ‘Bette Davis Eyes’ totally live at Record One: every note, the percussion, even the [electronic] Synare and Kim’s vocals; there was never an overdub. I think we did three takes and the one we used was take one. I did a rough mix the night we cut it, and then I spent four days chasing that mix when we mixed the album later and I never could beat that first one. Thank God I had done the original mix to quarter-inch.”

Garay recalls that for the live session, Carnes was stationed in a vocal booth adjoining the control room and she sang into “the same vocal mic I’ve used on every vocalist on every record I have made since my days at the Sound Factory: a Neumann U67 tube with the API in front of it. I’ve tried everything, but I always go back to the U67. When I built Record One, I made a smart move. I went to Neumann and said, ‘Will you build me 10 new U67s?’ and they said, ‘Okay.’ So I had 10 great new ones.” Garay, who has always taken copious notes on all of his sessions, reveals that some of the other mics used on the session included a Sennheiser 421 on the bass drum, a Shure 56 on the top of the snare, a Sennheiser 441 on the bottom, Telefunken 251s on the toms and as overheads, and an AKG 452 on the hi-hat. “The drums are live, hot and bright — very tight-miked,” he notes. Guitars were cut using Shure SM53s, “which is what I still use to this day. It’s a warm mic with a lot of bottom; great for guitars.” Synths were cut direct and with a mic on amp “because otherwise you get this harsh, homogenized synth sound I don’t like.”

Of the Synare, which was ubiquitous on hit records in the early ’80s, Garay says with a chuckle, “Craig Krampf bought that thing, and he brings it to the rehearsal and every song we rehearsed he’d be playing the stupid thing and I was like, ‘Craig, get rid of that thing!’ It was the most annoying thing I’d ever heard in my life. But he was relentless and he kept at it, and sure enough, when he hit it in the chorus of ‘Bette Davis Eyes,’ it soundedperfect.”

The song quickly became a smash: It hit Number One after just a few weeks and stayed atop the charts for nine weeks; it was one of the biggest hits of the year. It also topped the charts in 31 countries around the world. The album Mistaken Identity also hit Number One. Two other songs from the record — the title track and “Draw of the Cards” — were minor hits for Carnes. “Bette Davis Eyes” won Record of the Year and Song of the Year at the 1982 Grammy Awards™. (Mistaken Identity was also up for Album of the Year, and Garay was nominated for Producer of the Year but lost to Quincy Jones.)

Carnes and Garay worked together on the 1982 follow-up album, Voyeur, which failed to match the success of its predecessor but was still a modest hit. In the two decades since, Carnes has made a few albums but mostly earned a very good living from songwriting. Since moving to Nashville in the mid-’90s, she’s managed to land songs on albums by Reba McEntire, Vince Gill, Tim McGraw and Trisha Yearwood, to name a few.

Garay went on to work on The Motels’ first two albums, Santana’s Beyond Appearances, and albums for Joan Armatrading, Sarah Brightman, Dwight Twilley, Mr. Big, The Nylons, Michelle Wright, Crash Palace and various others. He sold Record One to Allen Sides in 1989, but now has a beautiful home studio on two rustic acres in Topanga Canyon (L.A.) with his longtime friend and partner Mark McNabb: “All of the front-end stuff is still API — I have racks of that,” he says, “but now I record on Pro Tools.” In fact, Garay has been a beta tester for Digidesign. He says that he hopefully had considerable input into their new Pro Control unit.

These days, Garay is most excited about his new line of drum sampling CDs, Val Garay Tracked Drums, created with composer Nic. tenBroek and The Wizardz of OZ. “There are a lot of drum CDs available and they all have a sound to them so they’re only usable in certain kinds of situations,” he says. “The ones we did are the way I record all of my drum sets: Fat and punchy, and then you can make them sound any way you want. Not only is it multitracked — spread out over 11 tracks — it also has stereo mixes I did that are on the same grid.” The drummer on the tracks is session ace Brad Polain.

“What we’ve done that nobody else has done,” Garay continues, “is we have all of these in Rex files, too. If you have Logic, Performer or Cubase, you bring the stereo drum tracks into it, and if they’re recorded at 70 beats a minute or 80 beats a minute and you want to change it to 114, you just move the fader to 114 and they change. Whereas in Pro Tools, you have to chop them up in Beat Detective in one-beat increments and that’s a nightmare. Well, that’s what we did for you! For every hour of recording, it’s like 130 hours of editing.”

For more info on the CDs, go to

Kim Carnes’ “Bette Davis Eyes” hit Billboard’s Number One spot in May 1981. Pull out your rainbow shirt and rollerskate down memory lane, with this look back at the top hits from that year.