The lyricist got the job by fixing a Ferrari's brakes in a studio parking lot. The love scene the song plays under did not exist when the movie was finished shooting. And the man who founded the band whose name is on the record says he did not hear it until he sat down at the premiere.

"Take My Breath Away" was written by Giorgio Moroder and lyricist Tom Whitlock in 1986 after Top Gun producer Jerry Bruckheimer asked Moroder for something slow for the Tom Cruise and Kelly McGillis scenes. Martha Davis of the Motels sang it first, the producers were unmoved, and Moroder brought in Berlin's Terri Nunn. It reached number one on the Billboard Hot 100 on September 13, 1986 and won the Oscar for Best Original Song.

The Ferrari in the parking lot

Whitlock was newly arrived in Los Angeles, helping a friend pull speakers out of a control room when the owner of the building came through swearing. "I said to Dave, 'Who is that?' and he said, 'That's Giorgio Moroder; he just bought this place,'" Whitlock told Rediscover the 80s in an interview first published in 2014. "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."

What happened next is the part Whitlock told the same way for the rest of his life. "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." He had been what he called "a shade tree mechanic" since he was 15. Within weeks he was answering phones and running errands at the studio for five dollars an hour, working what he estimated at 100 hours a week, and learning to record after five o'clock from Moroder's engineer.

Moroder's own telling is shorter and stranger, because in his version Whitlock volunteers the second job almost as an afterthought. "My Ferrari was parked behind the studio, with brake trouble. One day a guy, Tom Whitlock, came by and said he was a mechanic and could fix it," Moroder told The Guardian in 2020. "Later he said: 'Oh and, by the way, I'm also a lyricist. If you ever need some words ...' I was never good at lyrics, so gave him my demos."

The song that only exists because a producer asked for a slow one

Moroder was not hired to write a love theme. He was around the Top Gun music because Harold Faltermeyer was scoring it. "I lived in Los Angeles when Harold Faltermeyer was doing the music for Top Gun, and sometimes I dropped by the studio," Moroder told The Guardian. "One day Jerry Bruckheimer, the film's co-producer, said to me: 'Why don't you compose a song?'" The first one landed. Then came the request that produced this record: "Jerry said they needed something slow for the romantic scenes with Tom Cruise ... and Kelly McGillis."

Moroder built it alone, at a deliberate tempo, and had to choose between two versions of his own melody. "I set a click to a slow tempo and made a rough demo playing everything. I sang the melody over it but was torn between two slightly different sections. At home, I listened again and chose the one we know." He is precise about what the song is made of: "The components are the five-note motif and the melody, and the distinctive bass sound, with a key change in the middle. I played it as an instrumental from beginning to end, and I loved it."

Whitlock got the track and turned the lyric around in a single evening. "A few days after we figured out 'Danger Zone,' Giorgio started the track that became 'Take My Breath Away,'" he told Rediscover the 80s. "I wrote the lyrics driving home from the studio and then spent a few hours at home that night polishing it off." His working rule with Moroder never changed. He wrote, he said, "the lyrics precisely to his melody," on the theory that "his choices were intentional and that he had such an unbelievable knowledge of hit songs that I had no business overreaching." On the title itself, quoted by Songfacts: "The title was a phrase that had been running through my mind, in terms of asking for that kind of awe, something so striking that you can't breathe."

The movie was finished. Then they shot it again.

This is the beat that separates this story from every other soundtrack story. The demo went to the filmmakers and the film changed to fit it. "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," Whitlock told Rediscover the 80s. "[T]he movie had been considered done until they heard 'Take My Breath Away.'"

Months had passed, and it shows if you know where to look. "If you see those scenes, you'll notice that they are lit differently and there are those gauzy curtains blowing around," Whitlock said. "[A]ll of that was to disguise that some months had gone by and the actors didn't look exactly the same." The Hollywood Reporter, in its February 2023 obituary of Whitlock, describes the same sequence of events: the song inspired the filmmakers to shoot additional scenes with Cruise and McGillis months later.

Everybody sang it before Berlin did

Nobody involved tells the singer search the same way, and none of them are vague about their own part in it.

Moroder names the first voice, and it belongs to a singer who turns up in another 1986 story on this site. "Martha Davis from the Motels sang the song first, and quite well, but the producers weren't that excited, but when we did it with Terri everybody loved it," he told The Guardian.

Whitlock remembers a different obstacle, a label artist with notes. "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."

Nunn's version is about how far down the list Berlin sat. "We were not the first choice, or even the fifth choice," she told SPIN in 2023. "Luckily for us, the producers hated everybody that Giorgio was trying on it, much bigger stars than we were. He said, 'What about Berlin?' They said, 'Well, okay, get moving because it's getting down to the wire here.'"

She also had a problem with the song itself before she sang a note. "I think one of the reasons that the producers weren't liking what the artists were doing with the song was because the demo was very poppy. It sounded Japanese. It was supposed to be in a love scene, and it wasn't romantic to me." So she cut it her way and dared him to say no. "Being a 20-whatever ego-ed out asshole, I sang it and gave it to him and said, 'This is what I would do with it.' I didn't know if we'd get the job. He actually liked it, and they loved it, so it worked out."

Giorgio pulled her back in three times

The vocal that made the record is the vocal Moroder kept shrinking. Nunn's account of the sessions is a portrait of a producer running a factory. "He had at least three projects going while he was working with us," she told SPIN. Hans Zimmer had one of the rooms. Richie Zito, then an engineer, was the hands-on man. "Giorgio would come in and say, 'No, take the horns out. Maybe later. Try it in the third chorus, and let it go from there.' Then he was gone."

Her instinct was to decorate. His instinct was to strip. "I got to a point where I thought, 'I can sing this any way I want because they love me.' I was trying stuff, like adding all this melody to his melody in the chorus, thinking I'm the coolest R&B singer of all time. Giorgio pulled me back into the studio three times and said, 'Just sing the melody, only the melody. People want to sing along. They cannot remember all of these notes you're putting in. They will not understand you. It's not good.'"

She left the last session convinced it was over. "After the third time, I remember talking to my mom and saying, 'All right, well, it's ruined now. It's his song. ... I did what he wanted. Fine. It's not going anywhere for sure now.'"

The emotion under it was not a performance choice. "One of the reasons that it worked, honestly, is because, at the time, I was in such a dark place romantically," she told SPIN. "I couldn't sing it happy because I wasn't happy. The sadness in my voice gave the song more of the depth that I think it needed."

Berlin, with singer Terri Nunn at center, in a mid-1980s promotional photo

The band fight, from both sides

Berlin got the biggest hit of the decade's soundtrack era and broke up the following year. Nunn and John Crawford, the band's founder and songwriter, have each told why, and their accounts do not fit together.

Nunn describes a bandmate refusing outright and a record label overruling him. "But John's like, 'I'm not doing this. ... This is not our song,'" she told SPIN. "The record label jumped in and said, 'You're doing this. You need all the help you can get. This is a movie. Regardless of whether it does well or not, your song will be on it.'"

Crawford, talking to The Shortlisted in 2022, says he was never in the room to refuse anything. "Take My Breath Away had nothing to do with Berlin at all. I never heard it until it was on our record; I never heard the song until I went to the premiere of the movie." He is blunt about what it did to him: "The whole reason we were working with Giorgio Moroder in the first place is that nobody at Geffen, our record label, thought that we had a hit song on that album when it was finished and that always made me feel lousy, like that was my fault, that I'm not good enough of a songwriter."

Then the outside song went to number one. "This really hurt me and kind of damaged my ego quite a bit, and I reacted very poorly at that time, with comments like 'Oh, that song sucks' and that sort of things, in defensiveness of my feelings, like 'Oh my gosh, this guy accomplished something I spent years trying to do and I could never do.'" His verdict on himself, decades later: "I have no good memories of it."

He also describes what the record forced him into next. When he and drummer Rob Brill formed the band The Big F in 1988, they hid where they came from. "There was this fear we had that people were going to question the motives and authenticity of our music if they knew that we had come from the Take My Breath Away world."

What it did on the chart

The single entered the Billboard Hot 100 at number 96 on the chart dated June 21, 1986, credited to writers G.G. Moroder and T.R. Whitlock on Columbia. It climbed for three months, sat at number 2 on the chart dated September 6, and reached number 1 on September 13, its thirteenth week on the survey. It held the top for a single week: on the chart dated September 20 it was down at number 4, replaced at number 1 by "Stuck With You" by Huey Lewis and the News.

Berlin's manager had bet against it. "At first, nothing happened and our manager said: 'Terri, if this goes Top 10, I'll get a mohawk,'" Nunn told The Guardian. "But the record company kept pushing and it went to No 1 around the world, so MTV came and filmed our manager getting a mohawk."

The song won the Academy Award for Best Original Song at the 59th Academy Awards, Moroder's third Oscar, and the Golden Globe. Berlin were touring and did not attend. Melba Moore and Lou Rawls performed the song at the ceremony in their place, and per SPIN's account, presenter Bernadette Peters named Moore and Rawls rather than Berlin as the performing artist. Whitlock used his acceptance speech to thank Nunn and the band.

How the telling has grown over the decades

The Whitlock interview that carries the Ferrari and the reshoot in his own words was published in 2014 and republished by Rediscover the 80s in 2018. It is now the archived side of the story: Whitlock died in February 2023 at 68, at a memory care center in Gallatin, Tennessee, after living with Alzheimer's disease, as The Hollywood Reporter reported that month.

The Guardian's 2020 "How we made" piece put Moroder and Nunn side by side and produced the two facts nobody had cleanly on the record before: that Bruckheimer specifically asked for something slow, and that Martha Davis sang it first. SPIN's 2023 Nunn interview is the longest first-person account of the sessions, and it added the three trips back to the vocal booth and her certainty that the song was ruined. The Shortlisted's 2022 Crawford interview supplied the other half of the band story, from the person who had the worst year of it.

The tellings drift in two places and it is worth saying so. Nunn told The Guardian in 2020 that she had not had a relationship in four years; she told SPIN in 2023 that she had not gotten laid in probably two. And the two Berlin accounts of Crawford's refusal are hard to reconcile: Nunn quotes him rejecting the song at the time, while Crawford says he never heard it until the premiere and had nothing to do with it at all. Both are describing the same period of 1986 and both have been consistent in their own retellings. Nothing in the record settles it.

The honest bottom line

This is an outside job, start to finish. It was commissioned by a producer who wanted a slow one, written by a composer working three rooms at once and a lyricist who got in the door by bleeding the brakes on that composer's car, sung by one member of a six-piece band who was not the first or fifth choice, and it broke that band up inside a year. Even the singer does not claim to know what the words add up to. Whitlock, in his Rediscover the 80s interview, put it this way: "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." It still works, because Moroder was right about the sing-along and Nunn was right about the sadness, and because the two of them were arguing about the same three minutes from opposite directions.

FAQ

What is the story behind "Take My Breath Away"? Giorgio Moroder wrote the music after Top Gun producer Jerry Bruckheimer asked him for a slow song for the Tom Cruise and Kelly McGillis scenes. Tom Whitlock wrote the lyrics driving home from the studio that night. After the demo, the filmmakers went back and shot new love scenes to fit the song.

Who wrote "Take My Breath Away"? Giorgio Moroder wrote the music and Tom Whitlock wrote the lyrics. Billboard credits the song to G.G. Moroder and T.R. Whitlock. Nobody in Berlin wrote any of it.

Who sang "Take My Breath Away" before Berlin? Martha Davis of the Motels. Moroder told The Guardian in 2020 that Davis sang it first and sang it well, but the film's producers were not excited by it, so he brought in Terri Nunn.

Did Berlin want to record "Take My Breath Away"? Terri Nunn did. Founder John Crawford did not: he told The Shortlisted in 2022 that the song had nothing to do with the band, that he never heard it until the premiere, and that its success damaged him badly. Berlin split in 1987.

When did "Take My Breath Away" hit number one? On the Billboard Hot 100 dated September 13, 1986, in its thirteenth week on the chart. It stayed one week and was replaced by "Stuck With You" by Huey Lewis and the News.

Did "Take My Breath Away" win an Oscar? Yes. It won Best Original Song at the 59th Academy Awards, Giorgio Moroder's third Oscar, plus the Golden Globe. Berlin were on tour and did not attend the ceremony.

Sources

Accuracy takes our breath away, genuinely.

Part of Stories Behind the Songs. See also Danger Zone and Take Me Home Tonight.