Pop stars write closing credit songs all the time. But the story behind Elvis Costello’s moving song “You Shouldn’t Look at Me That Way,” about an older woman’s complicated allure, is crazy. Producer Barbara Broccoli and Peter Turner went to see his show at the London Palladium and were shocked to see a photo of Gloria Grahame on the stage. When they went backstage, they asked Costello to write a song for “Film Stars Don’t Die in Liverpool,” starring Annette Bening as the aging Hollywood actress who has an affair with younger actor Peter Turner (Jamie Bell).
Costello had hung out with Alan Bleasdale, the playwright of one of the plays Turner starred in during that period. But while Costello is a film buff who adores Grahame in Fritz Lang’s “Human Desire,” he had no idea about this true story. The song is inspired by a moment in the movie.
“There’s a wonderful gesture that Annette does when they’re in her room after the date,” he said, “when she takes her sweater off in one movement, during a conversation about age and her audition for the RSC [Royal Shakespeare Company]. In that moment she recognizes how he sees her, she puts it back on seamlessly. She doesn’t do it in any way seductively, yet she does in that moment start to disrobe in front of that young man. I saw how she’s seducing and in one moment her vanity is offended and she covered herself up again. That’s the whole the song right there.”
Costello, who is 63 and married to glam jazz performer Diana Krall, saw himself in Grahame. “I am an older character,” he said. “I identify with avoiding your own reflection. I went to see Diana after we became friends and she came out for an encore afterwards and played my song. So that was the look right there–she planted the seed of doubt, and hope. And here we are now sitting there with our boys, there’s that story.”
Since Costello wrote the song, the phrase “you shouldn’t look at me that way” has “taken on different meanings by recent events,” he said. “Do people assume the song is making a statement? I couldn’t have known. I’ve always known that was happening, and will continue to happen as people’s gaze goes away from these particularly lurid revelations. People will still keep their secret counsel and manipulate and not feel they can come and speak for themselves.”
Costello’s songwriting changed during the era of “Imperial Bedroom” after he improved his piano playing, and he worked hard on the piano in this song. “I had to execute the opening motif credibly enough to send them the demo,” he said. “I had to practice that a long time. The song didn’t take long, once I had the way the title resonated and echoes and stresses the shifting and deceptive gaze of the lovers’ desire and vanity.”
People have caught up with Costello’s “Imperial Bedroom” since its controversial debut 35 years ago. “Some people wanted the angry fast thing going on,” he said, “so I got myself in trouble with ‘Almost Blue’ and ‘Long Honeymoon,’ people didn’t want to hear it. Now with hindsight a lot of people have shared the experiences–‘that’s life–I was a bit ahead with my tragic romantic stage.” When he learned Joni Mitchell was a fan of that song, he said, “I knew I’d done something.”
Costello assembled an entire album of his movie songs, from Charles Aznavour’s “She” in “Notting Hill” to “Godfather III” and “E.T.,” called “In Motion Pictures.” And he’s prepping a Broadway stage musical version of Elia Kazan’s “A Face in the Crowd,” with Sara Ruhl, complete with 19 songs.
When Costello was nominated for an Oscar in 2004 for the song “Scarlet Tide” (with T Bone Burnett) for “Cold Mountain,” he said, “I didn’t know we were eligible.” An Academy member himself, his vote for this year’s Best Original Song goes to “Remember This” from “Coco.” “A song like that one shouldn’t be disqualified because it’s in a successful movie,” he said. “It’s a wonderful piece of music that pays off really well.”