Steve Perry wrote this with Randy Goodrum, who had written "You Needed Me" for Anne Murray and "Bluer Than Blue" for Michael Johnson. Says Goodrum: "It seemed like such an unlikely match, Steve and me. Shortly before I flew out, I thought, I've got to put together some song ideas or some starts or something. I had this little vamp idea which I said, Well, Steve is calling me probably because he wants a certain thing that I do, so I will give him a piece of what I do. So that little vamp at the very beginning in the general chord progression of the verse was something I brought. He had a little writing room set up and he had this Fender-Rhodes there, and a little Linn machine, and a little Teac 4-track cassette player. I drove up to the house in this little mid-size rental, and I looked like some guy from Connecticut - I had an English riding cap, and corduroy pants - and he opens the door, and he's got a fire-engine red jumpsuit, sweat shirt and pants like he'd been exercising at a fire station or something. And hair down to his feet. He was a great guy. Instantly we hit it off, and we were good friends. So we went into the room to kind of kick around, and I played him that little start, and he liked it right away, and he started jamming some melodies. My style from starting out in Nashville was to write lyrics and music simultaneously. That's really the style I prefer, because the music is sort of telling you what it's about from the get-go, and I don't think he was used to that style, because we started about 11 in the morning, and about 11 that night we had the song done and demoed. I think he was pretty exhausted from it, and I was pretty tired, too. We ended up writing four songs, I wrote four days with him, and each day we wrote a totally different kind of song. And all four of them ended up on the record."
In this song, Perry sings from the perspective of a guy who is painfully lonely, but fears that his heart will be broken. Says Goodrum: "It's a premise. I try to synthesize a person or a character, and try to empathize, or become that person. I don't really relate to that personally in my life. I sort of method act as a songwriter, or if somebody I'm writing with has got issues or some problem, I'll try to be an emotional vampire and just drink it in. It wasn't until years later that I learned about method actors, that that's sort of what they do. Some actors can act based on their own life, but then if you're becoming a character that you've never been you've got to become it somehow. So you create an identity and try to become that person for a while."
With Goodrum on keyboards, Perry sang a demo of this song on a 4-track tape player. Says Goodrum: "The little demo we did on the 4-track was so good, it had such a magic in it, that I was afraid it would be difficult to beat it in the studio. But of course it was totally unacceptable being on a 4-track cassette player. When we went into studio to record it with a band, we cut two or three tracks, and the tracks were really good, but they just didn't have the vibe of the demo. And we were kicking ourselves because we knew there was something about that little demo. So we went back and listened to it, and we realized, well, let's get that same electric piano. So we got the same sort of beat up electric piano that we had borrowed from a friend. And we got that Linn drum, the same one that we used when we did the 4-track. And they even had the same program in it that they did when we wrote the song. You know, with all the little drum fills and stuff. We put that down, and then I replayed the piano, and we got Bob Glaub to play bass, and Michael Landau and everybody. And there it was. We just needed to have that little magic sort of whimsical dreamy loop that the Linn drum was doing, just sort of pulsate and create that vibe for 'Foolish Heart.' That was a really good moment. And I'm glad that Bruce Botnick (the album's executive producer) and Steve had the open-mindedness to go outside the lines and try that."
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