Classic Tracks: Rick Astley ‘Never Gonna Give You Up’

Producers: Stock, Aitken and Waterman

Published in SOS February 2009
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Technique : Classic Tracks

Porducers Stock, Aitken and Waterman developed a massively successful formula for making pop records — and the story of Rick Astley's 1987 smash hit, 'Never Gonna Give You Up', is a perfect guide to the SAW assembly line...

Richard Buskin

Photo: Grant Goddard Archive/Redferns

"We make records to entertain people for between three to seven minutes, and if they don't like them they don't buy them,” Pete Waterman told me when I interviewed him, Mike Stock and Matt Aitken at Waterman's South London PWL Studios (aka The Hit Factory) back in 1987. "If they do buy them they are doing so not because of art but because they like the records.”

They certainly did seem to like the records. During the second half of the 1980s and early part of the 1990s, the songwriting/production team of Stock Aitken Waterman virtually swamped the worldwide singles charts with a non‑stop series of carefully crafted, highly processed and overtly commercial dance music records that, while derided by the vast majority of British music critics, resulted in more than 100 UK Top 40 hits and global sales of about 40 million units.

Bananarama, Mel & Kim, Dead Or Alive, Rick Astley, Kylie Minogue, Donna Summer, Jason Donovan, Divine, Sonia, Samantha Fox, Princess, Hazell Dean — these and many other singers benefited from what was widely perceived as SAW's production‑line approach to writing and recording, which made extensive use of synths, sequencers and a Linn 9000 drum machine to create slick‑sounding 'Eurobeat' numbers adhering to a formula devised by Pete Waterman.

Winning Ways

Left to right: Mike Stock, Matt Aitken and Pete Waterman, at PWL in the late '80s.Photo: Retna

A former dance music DJ and A&R man, Waterman established PWL (Pete Waterman Limited) in 1984 and, in conjunction with keyboardist, writer and arranger Mike Stock and keyboardist, guitarist and composer Matt Aitken, enjoyed initial success by way of Divine's 'You Think You're A Man', Hazell Dean's 'Whatever I Do (Wherever I Go)' and Dead Or Alive's UK chart topper 'You Spin Me Round (Like A Record)'. None of these hi‑NRG hits were written by SAW. However, that all changed after they scored a US number one for Bananarama with a cover of Shocking Blue's 'Venus' in September 1986, and then collaborated with the girl trio on the Wow! album that, written and recorded in 21 days, spawned several more hit singles.

"Pete had noticed that there had been a change in the type of beats that were coming out of Europe,” Matt Aitken explained during our 1987 interview. "The styles of rhythm tracks had changed quite a lot. He'd been doing a lot of travelling abroad, and he brought some records back for us to have a listen, and we noticed a slowing down of tempo and a difference in the implication on the bass.”

"It was still four‑on‑the‑floor as far as the bass drum was concerned,” added Mike Stock, who came up with many of the SAW songs' core progressions and melodies while Aitken devised the grooves, including guitar riffs and bass lines. "But what used to be known as 'Eurobeat' or 'hi‑NRG' — which had an octave bass going 'boom‑pah, boom‑pah, boom‑pah' — was now a rock bass doing eighths, like Status Quo. That really changed the whole implication, and on top of that there was also a swing element, and so when you program some of the instruments you put a little shuffle into it. There was quite a cool little rhythm going on there, and we took to it instantly. We got the direction we had been looking for, and the results were records like 'I Heard a Rumour'. It's not luck, we're looking out all the time for these sorts of things.”

During the course of which, while keeping abreast of the trends and acting as a sounding board for his two colleagues, Pete Waterman was living the good life.

"It's great, because I have the roving brief in this team,” he remarked. "My job is purely to keep us so far ahead of everybody else that they can't catch us. Now, to do that I have to do certain things; I have to be able to go to France, to Italy, to Germany and so on, and lock myself in a room. I went to Paris, stayed in a hotel over a weekend, turned on the radio and just listened to the top three stations for 24 hours each, because France was the last market that we had never sold records in. Then I came home with four records that were all Italian — they weren't French — and I said to the guys, 'Here is what it is: Italian melodies with the Euro beat and Motown lyrics.' You see, the foreign lyrics don't translate well into English.”

SAW Methodology

Pete Hammond at the SSL in the PWL studio.

This was the template, and over the next few years numerous different singers were brought in to add vocals to pre‑recorded backing tracks.

"The way that we work is to constantly jot down interesting‑sounding song titles on a notepad whenever one or more of us thinks of them, and to then choose from these when we write songs,” Waterman continued. "Next, a guide drum pattern is laid down with a Linn 9000, and a guide keyboard part is recorded to set the harmonic structure. Lyrics are built around the song title as the song progresses; bass, percussion and rhythm tracks are recorded, and then we bring in the vocalist. At least five minutes of material is recorded for a three‑minute single, and so this leaves the engineer with extra music to play around with for the 12‑inch mix.”

"We don't know how a song is going to turn out when we start writing,” Mike Stock added. "I always have this aim in my mind that the record we're making is better in some area than the one we were working on before.”

"That's very true for me, too,” stated Waterman. "However, you can never perfect something, and so you have to let go at some point. I mean, if possible, Matt and Mike would sit for hours to perfect a little thing — you know, Mike is never happy with the vocals, Matt is never happy with his guitar solo, in fact, Matt's the bloody worst! I have to tell him, 'It sounds bloody brilliant to me,' and come in and beat him up and take the guitar off him! He'd spend three days doing a guitar solo if no one stopped him, and we have constant battles about that.

"We record quickly, spending days on singles and a few weeks on albums. After all, when the pressure's on, that's when you do your best work, and there's no better inspiration than somebody paying you to write a hit song.”

Such was the case with Rick Astley's 'Never Gonna Give You Up', a worldwide smash that topped the UK charts for five weeks in 1987 and became the best‑selling single of the year before also hitting number one in the US, Sweden, Norway, Holland, New Zealand and Australia, where it would eventually be listed as the best‑charting single of the 1980s. Not bad for a 21‑year‑old Lancashire lad who, before recording his multi‑platinum debut album, Whenever You Need Somebody, had reportedly helped out as a tea boy at PWL.

"That's part of the folklore,” says Mark McGuire, who engineered the record. "Rick was the nicest artist I worked with there. He was extremely down‑to‑earth, but also incredibly shy, and although Pete had spotted him [playing the UK club circuit with a soul band named FBI] and wanted him to record, he feared that Rick would be too shy in the studio to get anything done. So he asked him to work there for a while, get to meet everyone, hang out with them and have a laugh, so that he wouldn't be intimidated when it was time for him to record. He was, therefore, employed there as an 'assistant', but not really to work as an assistant. It was merely a way of introducing him to the studio.”

The Borough & The Bunker

McGuire's first music‑related job was during the early‑'80s, serving as a tape‑op — and, in a few instances, an engineer — on the demo sessions of prospective signings at EMI Records' now‑defunct Manchester Square headquarters in London. Duran Duran, Culture Club, the Angelic Upstarts — all were among the artists that he encountered during his year there, before subsequently working for a couple of years at Abbey Road on sessions by, among others, the Alarm, Meatloaf and Placido Domingo. Thereafter, a freelance period included an assignment with engineer Phil Harding, and when Harding's recording and mix of the aforementioned hits by Divine, Hazell Dean and Dead Or Alive led to him being involved with setting up the PWL Studios complex, he introduced McGuire to Pete Waterman. This resulted in McGuire also landing a job as an in‑house engineer; in his case, handling the recordings, along with Mike Duffy and Karen Hewitt, while Harding, Pete Hammond and Dave Ford took care of the mixes.

"The attitude there was, if it's not going to work quickly, it's not going to work at all, and if you don't make something with excitement then how can people listen to it with excitement?” recalls McGuire. He was now working within a two‑studio setup: 'The Borough' upstairs, where he sat alongside Stock and Aitken, and where Pete Hammond did most of his mixes; and 'The Bunker' downstairs, which was the main mix room for Phil Harding and utilised 48‑input SSL E Series consoles, Urei main monitors and a solitary Studer A820 tape machine that was constantly being wheeled around.

"The room I worked in was very shallow, and I really liked its close, intimate sound,” McGuire remarks. "The Linn 9000, which most sequences and drums were done on, was run from a [Friendchip] SRC synchroniser, and a [Yamaha] DX7 was used for virtually all of the bass lines. There was also a [Roland] Juno 106; a [Yamaha] Rev 5 and Rev 7; Dbx 160 compressors; SDE 3000 delays; an Emulator; and the wonderful Publison Infernal Machine 90, which was the first sampler that could actually pitch‑change without really affecting the time signature. You could time‑stretch things and make them fit reasonably well — It was a little choppy, but for the time it was phenomenal. Other than that, there was an AMS delay/harmoniser, which always had a number of kick and snare samples, and that was pretty much it.

"Matt and Mike hardly ever had songs written before the sessions began. In fact, sometimes the singer would be in the studio to perform his or her part and, still not having completed the song, they'd be passing notes under the desk, trying to write the second verse while we were recording the first. It wasn't that they were flying by the seat of their pants, but, given the phenomenal turnover of artists requiring material, there was sometimes no other way to do it than to tap-dance furiously on the day in order to get through it. It took incredible talent to be able to do that, as well as a mindset to never be too precious.”

Construction Work

Mark McGuire today.

In the case of Rick Astley, Stock, Aitken and Waterman initially worked on a couple of tracks that they thought would be well suited to his rich baritone voice: a cover of The Temptations' 1966 hit single 'Ain't Too Proud To Beg' — which would end up on Astley's second album, Hold Me In Your Arms — and the SAW original, 'Never Gonna Give You Up'. The latter was arguably one of their best songs, boasting a memorable, '70s‑style disco hook and synthesized backing that would underpin Astley's smooth, soul‑laced R&B vocal.

"Mike and Matt would use the template that they thought would be ideal for a given artist, and the launchpad for 'Never Gonna Give You Up' consisted of Steve Arrington and Colonel Abrams,” says McGuire. He's referring, respectively, to the former singer, songwriter and drummer for the funk band Slave and the house/urban‑contemporary musician who enjoyed a number of late‑'80s hits that helped make him one of the music industry's most sampled vocalists, as well as establishing his reputation as the Godfather of House. "They thought their music would fit well with Rick, so someone brought in the records, one of which was Colonel Abrams' 'Trapped', and after we'd listened to them and analysed them we started to replicate the sounds, trying to adopt their ethos rather than sample or rip them off in any way.

"These were tracks that were being played in clubs at around that time, and, having been inspired by them, Mike and Matt wanted to capture their feel. A piano‑bass line was laid down using the DX7, some kick and snare drums were sampled up with the Linn 9000 and loaded into the AMS — so that we could tighten up the sample and then trigger it with an audio trigger — and all the time we were A‑B'ing between the records and what we were doing in order to get the sounds similar and replicate the mood. Then, once the guys were confident they had that, they moved on.

"Initially, a chord structure was put down by Mike, the bass‑and‑drums groove was put down on top of that, and next came the guitar riff. All of this took a matter of hours — a couple of hours to replicate the feel of the records, another couple of hours to get a guitar thing going — not days or weeks. It happened very quickly. And although the song hadn't even been fully written, Mike would also perform some backing vocals, along with session singers like Suzanne Rhatigan, Mae McKenna, Shirley Lewis, Dee Lewis and Miriam Stockley. The track's title was often enough to give them a sense of direction, and it was odd how some things were built. It appeared to be wrong, but it worked.”

"Sometimes we put a series of different things together and it turns out disastrously,” Mike Stock admitted in 1987, to which Pete Waterman added, "They sit and fart around for a few hours, and they fight with each other like crazy because they're trying to make a recipe without knowing precisely what ingredients to use. Then I'll walk in, and they might sing me a melody over what they've done, and I'll say, 'To me that sounds exactly like what I've been listening to on French radio!' Technically I won't know what these two guys have done or the agony that they've had to go through, because I'm like a kid; I'm not really interested. I'm only interested in whether or not the record is exciting to me.”

Middle Eights

While it didn't earn him a songwriting credit, McGuire claims to have contributed the last line of the chorus: "Never gonna tell a lie and hurt you”, which rhymed with, and prevented the repetition of, "Never gonna run around and desert you.” Indeed, following the song's success, he testified on Stock Aitken Waterman's behalf in a court case involving a woman who falsely claimed they had stolen her composition after hearing her sing it on a bus. "I don't think they ever took the bus,” quips McGuire, who subsequently went freelance and engineered records by James, the Soup Dragons, Jamiroquai, Baby Ford, S'Express and M People, before quitting the business in the late '90s.

Still, he wasn't the only one to have made an uncredited contribution to some of SAW's songs. "They would deliberately leave the middle eight empty and expect the mix engineer to fix this by sampling the lead vocal from somewhere else in the track,” says Phil Harding who, quite typically for a SAW project, was just one of the mix engineers on Rick Astley's Whenever You Need Somebody album, and also just one of the mix engineers on several of the songs. "While Mike Stock may have thought this enabled the mixers to be creative, it became something of a lazy habit and meant that whoever did the first mix of a particular track would have to spend time deciding what part would work in the middle eight and then use a MIDI keyboard running into either the Publison or the AMS. That's why, if you listen to Stock Aitken Waterman records, there is rarely an American‑style middle eight where it moves to different chords; it's usually just a repeated chorus or repeated verse with something triggered over it. And if all else failed, trigger‑wise, then we might have to use the intro melody line.”

Best known for his long-time affiliation with keyboardist/programmer Ian Curnow — who played the 'Never Gonna Give You Up' sampled string lines on a Fairlight housed in PWL's sub‑basement, and also contributed sounds to the DX7 that was used for the bass — Phil Harding started out as a 16‑year‑old tea boy in 1973 at London's Marquee Studios. Within four years there he was engineering and building a resumé that included the Clash and Killing Joke, and it was also at Marquee that Harding first met Pete Waterman.

At that time, Waterman and producer Peter Collins were partners in a company named Loose Ends that handled pop acts such as Nik Kershaw, Musical Youth and Tracey Ullman, and soon Harding was collaborating with them, co‑producing Matt Bianco, engineering Toyah and doing 12‑inch mixes for Stiff Records. Then, when Collins and Waterman went their separate ways, Harding engineered Waterman's Marquee‑based productions — including those of Divine, Hazell Dean and Dead Or Alive, with Mike Stock and Matt Aitken. This was prior to the establishment of PWL, where Harding was installed as the Chief Engineer. (He'd remain there until 1992, at which point he and Ian Curnow would move on to the Strongroom.)

The Final Phase

As it happens, 'Never Gonna Give You Up' was not among the songs that Phil Harding mixed on Rick Astley's debut record, even though, serving as SAW's B‑Team, he and Curnow actually produced two of the tracks. Instead, the single's mix was the sole responsibility of Pete Hammond, who worked on it during his regular late‑night/early‑morning shift and, while developing the middle eight, devised the "never gonna give, never gonna give” sampled refrain...

"I gave it a sort of '70s sound, which I thought it was leaning towards, and I dumped most of the overdubs and made a 12‑inch version, which they subsequently edited down to make the seven‑inch,” recalls Hammond, whose work as a member of the bands Limmie Funk Limited and New Music first attracted the attention of Peter Collins and Pete Waterman. (His many mixing, engineering and production credits, in addition to the SAW stable, have included Roger Waters, the Christians, Take That, Squeeze and, most recently, Alphabeat, Sinitta, Lonnie Gordon and Velvet.) "In fact, what's on the multitrack bears no relation to what the actual single is. On the single, there's a third verse which features just Rick's vocal and some drums, and that was taken from the 12‑inch that I did, because there was no third verse on the multitrack.

"I remember Mike and Matt had a query about some of the vocal echoes not sounding like they were in time with the track, and that was purely because of how Rick sang it. The echoes were in time with the track, but because Rick sang it slightly off the beat the echoes sounded slightly off the beat. Still, what I used on the vocal, which is the effect that I use on most of my mixes — and which, despite no one sussing what it was, made it sound so good — was a 200‑millisecond delay, slightly filtered and then fed into a very small room‑type effect. That gives you a close ambience that is quite big at the same time; the same effect was used on the toms and can be heard quite clearly at the intro. It's a weird sensation, and the Americans use it a lot.

"Stock, Aitken and Waterman had nothing to do with the mix. I was there entirely alone — most times, I was alone. Although Waterman says he was there with me through the night, he never was. He used to come and listen in the morning, but in this particular case he didn't even do that. The record was initially put out as part of 'Upcoming Things From PWL' and sent to Capital Radio in a one‑minute format, and when Capital started playing it the guys were forced to release it. They had no image for Rick or any plans to put the song out as a single, but they released it as quick as a flash.”

An Unexpected Coda

'Never Gonna Give You Up' was the biggest hit single of 1987 in the UK, a US chart‑topper in early 1988 and a song that, in many ways, has come to define its era. Certainly, this is true with regard to the slick‑looking video, which features Astley performing the number and delivering some of his own moves while accompanied by a trio of dancers. In May 2007, this became the now‑widely publicised subject of 'Rickrolling', a bait‑and‑switch Internet prank, whereby clicking on a web link leads the user to the 'Never Gonna Give You Up' video, despite the fact that the link itself is supposed to relate to an altogether different topic such as 'Whitney Smoking Crack... Caught On Tape!!!!' Within a year, the video had registered more than 13 million views on YouTube, and the man himself actually capitalised on this by making a surprise appearance at the 2008 Macy's Thanksgiving Day Parade to perform the song in front of a television audience of tens of millions.

"If this had happened around some kind of rock song, with a lyric that really meant something — a Bruce Springsteen 'God Bless America' or an anti‑something kind of song — I could kind of understand that,” Astley told the LA Times. "I don't mean to belittle it, because I still think it's a great pop song, but it's a pop song; do you know what I mean? It doesn't have any kind of weight behind it, as such. But maybe that's the irony of it... I just think it's bizarre and funny. My main consideration is that my daughter doesn't get embarrassed about it!”  .

Artist: Rick Astley

Track: 'Never Gonna Give You Up'Label: RCA

Released: 1987

Producers: Stock Aitken Waterman

Engineers: Mark McGuire, Pete Hammond

Studio: PWL

Hobson's Choice...

All SAW‑produced artists were recorded with the only microphone available at PWL; the Calrec Soundfield. Forget about different colours and characteristics for different vocalists — in Stock, Aitken and Waterman's hands, just as in those of musical auteurs such as Phil Spector, the artists' individuality was often engulfed by the trademark sound of the producers. Or, to put it another way, the producers were the artists, supplemented by guest vocalists.

"As far as the guys were concerned, the Calrec was a good mic that worked and they didn't have the time to go to the trouble of trying out any others,” explains PWL engineer Mark McGuire. "I remember someone once asking them why they used the same 707 conga pattern on every song, and basically their answer was because it works. It did for them what a conga pattern should, and that applied to a lot of things.

"The Calrec really, really suited some people's voices and absolutely destroyed others. It had a very flat sound and some people just weren't suited to it. Some needed a really bad mic to sound good. In terms of Rick, it worked fantastically well because he had such a great and powerful voice — if you stood beside him when he sang, it sounded exactly like the records — whereas when I subsequently tried it with Holly Johnson it didn't work at all and he desperately wanted to go back to his original mic.”

Capturing Rick Astley's Vocals

According to Mark McGuire, 'Never Gonna Give You Up' changed quite drastically from its original form, having initially been led by the backing‑vocal harmonies.

"There were plenty of 'oohs' and 'aahs', along with Roland synth brass, and some of that was dropped after Rick sang over it,” he says. "Basically, it wasn't an avenue that was working, so the whole thing was stripped back and channelled elsewhere.”

Astley recorded his vocal in a small booth. Aside from some Lexicon 224 and 224X reverb, plus an AMS delay/harmoniser shadowing his voice, and slightly sharpened to make it sound bigger and brighter, little else was added.

"We heard what he heard, and he was absolutely fantastic,” McGuire remarks. "A lot of his first takes were really, really good, and they would be full performances. Occasionally, instead of singing from his chest, he was too nasal — that was the only criticism from Mike and Matt — but he had such a powerful voice that it was just brilliant to work with. Certainly, there was a degree of comping, but not 24‑track‑slave comping — we're talking three or four tracks, maybe, and that was it. The whole process was ridiculously quick.

"All the while, I was EQ'ing for the mix and working with a good balance. It was never a case of putting all of the faders in a row and then turning up the vocal and listening to that. We tried to listen to it as a whole the entire time. And it was after quite a substantial period of time — during which it was considered a work in progress — that the guys revisited the track because they thought it sounded a little too soft and retro. They therefore decided to toughen it up and make it sound more clubby and contemporary by paring it down, stripping away the backing vocals before it was ready to mix.”


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