One of the main themes that run through Free To Be is the joy of friendship. With this in mind, lyricist Shelley Miller came up with the idea for “When We Grow Up.” Within a few days she gave me a first draft and I showed it to Carole and Marlo. They liked it and gave me a green light to write the music. At that point I didn’t know who the singer would be but I did know I wanted the song to be simple and innocent. I developed an instrumental pattern for two guitars and two flutes before I wrote a note of melody. I found a musical feeling that I could easily float a simple melody over. I played it several times and began to sing the melody as if I had already composed it.
When the song was finished I played it for Shelley, and then Carole and Bruce, and finally, Marlo. Everyone was very happy with it and I recorded a quick piano-vocal demo which was sent to Diana Ross. I was extremely happy when Carole told me that she would sing it on the record.
For most of the songs I pre-recorded an instrumental track in New York and then brought it to the performer on tape to add his/her voice. With “When We Grow Up,” time was tight. We had Ms. Ross’s schedule and we had to leave soon to record her voice at Motown Studios in Los Angeles. I spoke to her on the phone and we set a key. I had already worked out the basic sound of the arrangement and finished it on the plane. I arrived at Motown Studios and thought about the many famous recording artists who had recorded there, none more famous than Diana Ross. I realized that the entire Free To Be project was lifting my career to new heights. I felt confident about my composing skill and enjoyed every minute of it. The musicians began to arrive. In addition to two flutes and two guitars, we had bass, drums, and finger cymbals. We recorded the instruments first and then Diana. In contrast to the amount of rehearsal some of the other songs required, it was clear that she had learned the song and, more important, she intuitively knew that it needed to be sung as I composed, it without much of her unique pop phrasing for which she is so well known. As I remember, she sang it exactly the way I wanted it in one take.
For the TV version of Free To Be, “When We Grow Up” was made into a duet for Michael Jackson and Roberta Flack. Shelley was asked to add something to the lyric about gender stereotypes and she wrote the lines
(WHEN WE GROW UP) WILL I BE ON THE MOON?
WELL, IT MIGHT BE ALRIGHT TO
DANCE BY ITS LIGHT, BUT I’M
GONNA GET UP THERE SOON.
I will write more on recording Roberta and Michael and also about the experience of watching them shoot the song at ABC TV studios in Los Angeles.