Elvis Costello Talks 'Film Stars Don't Die in Liverpool' Song, Playing Vegas & Making More Music With Burt Bacharach

Elvis Costello
Presley Ann/Patrick McMullan via Getty Images

Elvis Costello attends AFI FEST 2017 Presented By Audi - Screening Of "Film Stars Don't Die In Liverpool" - Arrivals at TCL Chinese Theatre on Nov. 12, 2017 in Hollywood, Calif.

Plus: Billboard premieres footage of Costello performing “You Shouldn’t Look at Me That Way” from the Gloria Grahame film.

When Film Stars Don’t Die in Liverpool director Paul McGuigan and producer Barbara Broccoli went to an Elvis Costello show in London in hopes of wooing the British Grammy winner to write a song for their film about the life of actress Gloria Grahame, they got quite the shock. 

As Costello sang “Church Underground,” from 2010’s National Ransom, an image of the Academy Award-winning actress flashed up on a mock television screen behind the singer/songwriter.  

From there, it was a short leap for Costello to write “You Shouldn’t Look at Me That Way,” a haunting, piano-based tune that conveys the complex, true relationship between the aging, struggling Grahame, played by Annette Bening, and much younger actor Peter Turner, played by Jamie Bell, in the Sony Pictures Classic film, out now.

Costello, who was previously nominated for an Oscar for best original song in 2004 for “The Scarlet Tide” from Cold Mountain, talked to Billboard about a youth spent captivated by film noir, finding the right tone for the two lovers, and a potential album of previously unreleased music by him and Burt Bacharach (the two will perform at a Jan. 17 benefit in Solana Beach, California, to raise money for the victims of the Dec. 7 Lilac Fire that killed 46 horses and injured many of their caregivers).

Billboard also premieres footage of Costello performing “You Shouldn’t Look at Me That Way.”

What was your interest in Gloria?

The [2016 solo] Detour show had this fake television set onto which I could project visual cues to my songs, clues even to myself to unravel. The show was a semi-improvised, anecdotal presentation of my songs. This was quite an abstract connection between one image of the embodiment of the defiant troubled-looking still of [Gloria] in character and the psychology of an imaginary woman whom I had dreamt up this life for [in “Church Underground”]. It wasn’t really about her. I could have picked Ida Lupino, anyone else with that hint of the murderous. 

All of this is a preface to Barbara and Paul came to my show at the London Palladium, and 20 minutes into the show, the person that they’ve come to talk to me about appears on the screen. I can’t imagine what went through their minds. It’s such a strange coincidence. 

Do you believe in fate? 

Well, I have to now, don’t I? Plus Gloria Grahame was one of the people that was in the films that inspired “Watching the Detectives.” It was being force-fed those films on late-night television in the '70s that caused me to write that song. 

How did you come up with the concept for “You Shouldn't Look at Me That Way”?

The title really came from the way in which the looks between the lovers kept shifting from Gloria’s first encounter with Peter, which was kind of flirtatious. She’s quite coy. The most telling sequence is when she disrobes in front of him in a very matter-of-fact way and it happens to be when she says she’s going to audition for the [Royal Shakespeare Company] for Juliet, and he says, “Juliet? Don’t you mean the Nurse?” and she puts the sweater back on in one move. Her demeanor totally changes. He has to tell her his sexual history too. All along the way things are being revealed. It’s easy to overcomplicate these things and ennoble them as if you were very wise, but I’m just saying as a songwriter, these are all great clues as to how to write the song. 

The real Gloria was considered scandalous for, among other things, her relationship with her stepson, but your song does not judge her.

[WARNING: SPOILER ALERT] Contained in this rendition of their story, I was asked to write a song that doesn’t argue with the story, doesn’t try to trump the story, doesn’t try to pull another card out. It resonates with the last emotional echo of the tale as it goes from her pulling away and Peter being left to we see the glorious Gloria skip down the aisle and accept her Academy Award in this lovely piece of real news footage and then the title card. Once you’re in that space, you’ve got about 30 seconds to grab people’s attention before they start heading for the lobby.

You do that by starting with a gorgeous, simple piano melody, and then the song builds into a fully orchestrated production. How did you develop the orchestration? 

I turned it up super loud. I thought it needs to be another voice. I put the little dissonance in the second verse where there’s the high, slightly uncomfortable melody that’s up above the voice, where it says, “The flash bulbs may dazzle.” I wanted it to be a little off, one or two notes that rub against the harmony.

You even conducted the orchestra yourself. 

I’m waving my arms, pretending I know how to conduct. The music is written in front of the [musicians]. I didn’t learn to write music down until I was 38.

What led you to that? 

I wrote 11 hours of television music in 1990, 1991 with Richard Harvey, who wrote a bunch of very good scores. At that time I couldn’t write music down, so that’s what motivated me. I felt like I was a poor partner to him. [Composer] Harry Gregson-Wlliams was Richard’s assistant at that time, and he’ll tell you the torture of having to decode my squeaky little things. Richard would then orchestrate them and I would argue, “Well, actually, I was hearing that a lot more romantic or a lot more aggressive.” I thought the only way I can learn how to do this is learn how to write it down accurately myself, so I did. Then I had the experience of working with the Brodsky Quartet, and that was big motivation.

When we did “Watching the Detectives,” it was the first record that Steve Nieve played on. He was 19, straight out of the Royal College, and we’d only just met. I said, “This is about detectives, I want a piano thing that sounds like Bernard Hermann,” and, of course, he didn’t know what I’m talking about, so I go [makes staccato, sharp sound], and what you hear on the record is this galloping piano thing that rushes the beat and it sounds like one of those sudden jarring gestures that Hermann would use a lot. But we didn’t have 19 clarinets or whatever he used [in] Torn Curtain; we just had a battered upright in an eight-track studio. What you imagine you have to render whether you use a fuzz-tone guitar or a symphony orchestra and everything in between. What learning to write gave me was I did have the choice. Sometimes I still want the fuzz-tone guitar to do that dramatic gesture, sometimes I want a real bass clarinet, not a synthetic sound. 

“You Shouldn’t Look at Me That Way” sounds influenced by your work with Burt Bacharach on 1998’s Painted From Memory and “God Give Me Strength” from the 1996 film Grace of My Heart.

I would be tremendously honored if anyone thought that. I learned a huge amount from working with Burt, and I consciously use that combination of alto flute and flugelhorn to acknowledge [the movie’s 1978 setting]. If it had been 1982, I guess it would have sounded like a George Michael song or Wham! Something that was on the radio then. 

Is there another album of music coming from you and Burt? 

We wrote 10 more Painted From Memory songs for a Painted From Memory musical, which got as far as one workshop and then it seemed to run out of steam because it’s a very difficult proposition to put so many slow, sad songs into a theatrical evening. I believe those and a couple of other songs we wrote for another musical project are some of the most beautiful melodies Burt has ever written. 

Are they coming out? 

I will make sure they damn well do, the best of them that suit me for singing. Not every song obviously suits being heard outside of the context. 

You start a run of six shows in Las Vegas in February. What can people expect?

That’s called Now/Not Now. Detour was very much anecdotal, and then there was the Imperial Bedroom and Other Chambers tour, where we took a specific folio of songs and tried to find songs that naturally lived with them. In Now/Not Now, we have an opportunity to choose different songs from my catalog. There are always going to be half a dozen songs that everybody assumes are going to be in your show -- and you should be really glad. That’s a compliment. I fought that for some time, and I’m starting to get around to the way of thinking that I should show some gratitude for the fact that people still want to hear them and find the best way to play them. I’ve got a lot of new songs that I’ve never recorded. I don’t know how many of them I can put in there. In Vegas, they don’t want you to play too long. Instead of that being something inhibiting, maybe that’s a good pressure. People are used to 2-and-a-1/2 hour shows. What’s the 90-minute version of this? 

You also continue to workshop a musical based on 1957 classic, A Face in the Crowd, a film that seems more relevant today than ever.

I wrote 19 songs for A Face in the Crowd. It’s a great film. We went back to [Budd Schulberg’s original short story], “Your Arkansas Traveler.” Sarah Ruhl adapted that as much as the screenplay Schulberg wrote for [director Elia] Kazan. It will be on a stage. It has a different rhythm, different presentation [from the film]. It doesn’t have the luxury of cinematic cutting. It has to do things in the frame of a theater. Like Paddy Chayefsky’s Network, it’s about the ability of television to make monsters. I wouldn’t demean the story by comparing it to the present resident of the White House because that would be somebody too mediocre to trouble with because this will pass.