Celine Dion, Meat Loaf, Jim Steinman and the weird, wonderful and sometimes sad history of "It's All Coming Back To Me Now"

by and

Andrew Lloyd Webber reportedly called it "the greatest love song ever written," but depending on what side of the power ballad yay/nay binary you land on, "It's All Coming Back to Me Now" is either a swirling, bloated mess, or a gothic and grandiose weeper.

It clocks in anywhere from a little over five minutes to almost eight, depending on the version. A flurry of strings, the music box-like piano, and then the bruising, violent downbeat. What follows is an almost epic battle of thundering crescendos and hushed, broken whispers. There is no middle ground in a Jim Steinman song. He is a man of excesses and extremes: he wears Darth Vader-like sunglasses inside and thinks leather is an all-season fabric. His earliest musical inspiration was Wagner. He helped create Meat Loaf.

In 1996, Steinman wasn't the most likely Celine Dion collaborator. With just three English-language albums under her belt, but already a huge star on par with Mariah Carey and Whitney Houston, Dion had worked with the likes of David Foster, Diane Warren and Ric Wake, but never somebody like Steinman. They shared a certain fondness for highly theatrical, emotional songs that were big on feelings and bombast. Sure, he'd worked with Dion's hero, Barbra Streisand, once in 1984, but he was mostly known for those Meat Loaf collaborations (chiefly Bat Out of Hell in 1977 and the 1993's Bat Out of Hell II: Back Into Hell), Bonnie Tyler's 1983 album, Faster than the Speed of Night ("Total Eclipse of the Heart"), and Air Supply's hit, "Making Love Out of Nothing At All."

But Dion fell in love with "It's All Coming Back to Me Now," a song Steinman had penned about a decade earlier and inspired, in part, by Wuthering Heights. She loved it so much that she sequenced it first on her 1996 album Falling Into You, released it as her second single in North America, and made what was rumoured to be one of the most expensive music videos of all time to go along with it with famed director Nigel Dick (Guns 'n' Roses, Oasis, Britney Spears).

As it turns out, "It's All Coming Back to Me Now" has a secret history that's as sensational and head-scratching as the song itself, and everybody and everything it touched has been changed by its existence — and not always for the better. For the 20th anniversary of Dion's Falling Into You, CBC Music takes you inside the funny, strange and sometimes sad history of Steinman's confounding masterpiece, including an interview with the first woman to record the song, and a deep dive inside the filming of Dion's epic music video with Dick.

In case you're not familiar with the "It's All Coming Back to Me Now," here's Dion doing a much more scaled down version during her massive stage show. Now meet the man behind the song.

Jim Steinman

It's no surprise that Steinman got his start in musical theatre. A 1996 profile in the Sunday London Times recounts one of Steinman's earliest influences: the full 22-hour radio broadcast of Wagner's Ring Cycle when he was just nine years old. He wrote music and directed plays in college, and in 1969 wrote the book, music and lyrics for his first musical, The Dream Engine. He continued with musical theatre and met Meat Loaf (aka Marvin Lee Aday), when he was cast in 1973's More Than You Deserve, for which Steinman wrote the lyrics and music.

"Meat was the most mesmerizing thing I'd ever seen," Steinman told Classic Rock Magazine in 2000. "He was much bigger than he is now, he was f--king huge, and since I grew up with (German composer Richard) Wagner, all my heroes were larger than life. His eyes went into his head, like he was transfixed. [At the audition], he sang 'You gotta give your heart to Jesus'...I can seem arrogant at times because I'm certain of things and I was certain of him."

In 1975, Steinman and Meat Loaf began touring with the National Lampoon Show, replacing Dan Aykroyd and John Belushi, but Steinman was also writing new songs for a Peter Pan project called Neverland. But Steinman and Meat Loaf decided that the best of those Neverland songs, including "Bat Out of Hell," should form the basis of a rock album.

"I never really saw classical music and rock 'n' roll as different. I still don't," Steinman told Classic Rock Magazine. "I grew up liking extremes in music — big gothic textures. I never have much regard for more subtle stuff. Dire Straits may be good, but it just doesn't do it for me. I was attracted to William Blake, Hieronymus Bosch, I couldn't see the point in writing songs about ordinary, real-life stuff."

Steinman and Meat Loaf didn't find much support at first for their collaboration. Everybody rejected the pair until they finally met American musician and producer Todd Rundgren — whom Steinman has called "the only genius I've ever worked with." Rundgren reportedly "rolled on the floor laughing. It was so out there, I said, 'I've got to do this album.'"

Finally, Bat Out of Hell was released in 1977. The title track is nine minutes long, but that didn't stop it from becoming a huge mainstream hit despite all the factors working against it. In 1995, it was double diamond-certified in Canada.

In 1981, the pair released another album, Dead Ringer, and Steinman became an in-demand composer, producer and songwriter. His hallmarks — bombast, gothic or tortured love, angst — were reflected in every collaboration. Even Andrew Lloyd Webber came calling for help writing the Phantom of the Opera, but Steinman turned him down since he was committed to producing Bonnie Tyler's record.

In the late '80s, Steinman assembled Pandora's Box, a female pop group that included New York-based musician and session singer Elaine Caswell and Bat Out of Hell collaborator Ellen Foley. The group released one concept album in 1989 called Original Sin, and dropped one single in the U.K., a little song called "It's All Coming Back to Me Now."

Pandora's Box

Never heard of Pandora's Box? Neither have most people. Named after one of Steinman's favourite mythologies, the group consisted of Caswell, Foley, Gina Taylor, Deliria Wilde — and Steinman, who was credited as the keyboardist. But, even before Pandora's Box was in existence, Steinman had been searching for a woman to record his new song. He found Caswell, who spoke with CBC Music over the phone from her home in New York to talk about being the original singer of one of Celine Dion's biggest hits.

This is a story that's a bit lost to history, but you recorded and released "It's All Coming Back to Me Now" seven years before Celine made it super famous.

It's a pretty crazy story. [Laughs]

Do you remember the first time you heard the song?

Oh my god, yeah, very vividly! I'd been working in the studio with Eric Troyer and Rory Dodd who are two singers doing all the background vocals for Jim. One day Jim was looking for someone to do the song and they said, 'Oh, you gotta check Elaine out.' They took me over to his manager's apartment. They were supposed to send a demo of it for me to hear and for me to meet Jim, he wanted to hear my voice with the song, and they sent the wrong version. They sent a guy's version, so it was in the wrong key, so Jim was freaking out and he's calling the studio and I said, 'No, I'm cool, I'm cool. Just show me how it goes.' So he played a few lines on the piano and I started singing the song and it just sat in my voice perfectly. It was just one of those things where I went, 'Man, I could get into this one.' He looked at me like, 'Oh my.' And then we went out to dinner (laughs).

It was the first time I ever dined with him, which was so much fun. He's a gourmand and a wine connoisseur and he ordered all of this stuff and wines paired with just the right things. It was one of the biggest banquets and feasts I've ever attended, and I was like, 'Well, I guess I'm gonna be singing this song, this is really awesome.'

Then we went into Avatar and worked on it quite a bit. He rolled out, like, 5,000 24-track machines, this was back when everybody was using tape [laughs], and he kept saying, 'Oh, I wanna open more tracks' and kept recording takes and takes and takes. I'd just gone through this horrible breakup and I'm just singing this song and really starting to have a hard time. I ran to the bathroom and I called my best friend and I'm like, "Suze, I can't take it, he keeps making me sing these lines over and over and I don't feel like I got anything left in me,' and she said, 'Goddamnit, slap on your red lipstick and get out there and sing. This is the moment you been waiting for!' So I put on my lipstick and go back out and sing more, and then he liked to tell me later, 'You know, I basically used almost the first take you did.' I said, 'Don't even say that to me, it's not funny; I think I basically did cough up blood.' [Laughs] No, I didn't.

That sounds so intense!

The next phone call I get from him is, 'Hey, we're gonna do the video, pack your bags and sit down, because I'm going to tell you who's going to direct it.' He tells me it's Ken Russell, the iconic filmmaker who did Tommy, The Devils, Women in Love. I was like, 'What? Steinman and Ken Russell together? That is like so incredibly, amazingly over the top.' We go to London and do the shoot, which was completely over the top. I mean, I'm kissing snakes, I'm dead on a tombstone, this motorcycle's crashing, there's fire, I'm being molested by all my past lovers. It's crazy Steinman. But I was told, 'This song's going to be a huge hit.' That's what everybody said, what Jim said. It was going to be his new 'Total Eclipse of the Heart.'

But it wasn't.

I leave and the record comes out in England. They were going to do what they did with 'Total Eclipse,' which was break it in England and then release it in the States, which is what they did with Bonnie Tyler. So I'm like, 'Cool, they've got a plan,' and I leave and the record comes out. Then something went awry with Virgin Records, I'm not sure of all the details, but something went wrong where he wasn't happy with the way they were handling things, and then on the tail of that, they released another song, and the record ended up not being released in the United States.

So there's this gazillion dollar video done by an iconic filmmaker and this bigger-than-life song that Jim wrote and me singing it and me in the video, which was completely an honour, and then all of a sudden it's like, 'Hmmm, this isn't going the way they told me.' This is three or four years into working on this thing. Okay, fine, it's a good thing I have a career as a session singer in New York as well, and I just kept doing that stuff while I was at it. The record never does become the big hit they promise it will be, and then a few years later, I get a call from Jim and he's like, 'You know, I've finally found somebody who can sing that song in your key' and I'm like, 'Good for you.' You know, that would have been real sweet if that was the new 'Total Eclipse of the Heart,' but I'm like, 'Okay, I'm dying to hear who it is' and he says, 'It's Celine.' I said, 'Well, have a nice hit.'

[Editor's note: this video is NSFW.]

The video is crazy. Like, I started watching it at work and was making notes, and suddenly you're basically dead and there's an orgy with men in assless chaps and it's not even the three-minute mark. Did you know what you were getting into?

I had no idea. I was game. When I found out it was Ken Russell, I was all over it! It was totally cool, hanging with him during the shoot and drinking wine in the graveyard where we were shooting half of it. I didn't know anything. They said, 'Be at the studio at six in the morning for full body makeup.' I'm like, 'full body makeup? I've never done that.' 'Well, you're going to do it tomorrow because you're going to be under a sheet on a tombstone and we want every part of you all made up so it's all even.' Okay, getting up at the crack of ass and the car takes you there and it's cold and you're standing there with some stranger and you're naked! It was kind of trippy. But I'm not a very shy person, so it was ok.

I get out there and I was like, 'Holy cow.' He brought in all these dancers from Cats in London and had them doing all this crazy stuff. They fit me for a leather, studded, custom-made outfit that was pretty over-the-top. I should have kept it, because it was really cool, but I remember I was so distraught after all the disappointment that I dumped it into a Salvation Army bin. I was so sad. It was such a bittersweet thing for me, like, I can't look at this anymore.

Oh, that's so hard. I can't even imagine.

The hardest thing was when the song resurfaced on the radio with Celine singing it. It was the same exact track I sang on. They just took my vocal off and put her vocal on, and I think Jim told me it was Todd Rundgren who arranged and did the background vocals. I would hear the downbeat of the song (hums a bit) and I'd be in a taxi and I'd just start crying. I'd just have to get out. Or, I could be in the laundromat or the grocery store, it was a huge hit, it was everywhere.

Then I got called to come sing on a track on that record [Falling Into You], which was even harder for me, because she'd already recorded her vocal on 'It's All Coming Back to Me Now,' and I meet her and she was very, very nice and said, 'I've been listening to your vocals. I've been traveling through Europe and I've just been listening to it constantly, you did such an amazing job.' She was kind of like, you know, 'oh, I hope I can sing it as great as you' and I said, 'Really? I don't think you're going to have any problem.' I think I actually said, 'Have a nice hit.' I tried to be funny, because how can you deny it?

What was the other track you sang on?

'River Deep, Mountain High.' I'd sung with Ronnie [Spector] and Darlene Love, all those people, before. But it was a trip and it kind of a bittersweet experience. It was once in a lifetime, a ton of fun, and very emotional. It's ["It's All Coming Back to Me Now"] a very emotional song. People either loved it or hated it.

Celine Dion vs. Meat Loaf

"It All Coming Back to Me Now" is the first track on Dion's fourth English-language album, the multiplatinum Falling Into You. The song is almost eight minutes long, and, as Caswell pointed out, people either loved it or hated it. It's an incredibly gutsy way to start a record, but it's not simply an act of hubris. Dion didn't yet have the weight of the Titanic theme behind her, and the reviews for her last record were mixed at best. But she had a solid fan base and she knew she could control and command the enormity of the song's emotions. Dion, like Steinman, is not a person of half-measures, so she was uniquely suited to the challenges of the track.

But Meat Loaf wanted the song for himself. According to one version of the story, Steinman and Meat Loaf agreed to record "I'll Do Anything for Love (But I Won't Do That)" for 1993's Bat Out of Hell II instead of "It's All Coming Back to Me Now," saving that for Bat Out of Hell III. When Steinman said that Dion would be recording the song for Falling Into You, Meat Loaf sued but Steinman won and Dion was able to record her version and it became a blockbuster hit.

Meat Loaf eventually recorded his own version of the song for 2006's Bat Out of Hell III, but as a duet with Marion Raven. He told Billboard magazine that he was still bitter that Dion got there before him.

"That was my song. I wanted to record it for Bat II and Jim said, 'Let's wait for Bat III' and I took him at his word. The next you know, Celine Dion is recording it." To add insult to injury, when Falling Into You was released, several critics invoked Meat Loaf's name with regards to the Steinman-penned song, including the Toronto Sun, which said it "sounds like a Meat Loaf reject."

Like Dion's music video for the song, Meat Loaf's music video is also set in a mansion seemingly haunted by the ghost of a past lover, but even when it deviates into Eyes Wide Shut territory, it fails to live up to the sheer spectacle of what Nigel Dick created for Dion. Though, as Dick tells CBC Music via Skype from Los Angeles, that had less to do with any of his own decisions. Despite being one of the most successful music video directors ever, Dick says only one man's vision made it onto the set for "It's All Coming Back to Me Now," and that was Jim Steinman's.

Nigel Dick

You had directed music videos for Guns N' Roses, Tears for Fears and Oasis and many other rock bands. How did you get involved with Jim Steinman and Celine Dion?

It started in January of 96. I'd just come back from a holiday and I get a phone call, 'Can I do a job with Celine?', and within 15 hours of getting back from Thailand, I was on a plane going to France. I was living in LA at the time, so I basically flew into the south of France, met Celine and did the video for 'Falling Into You.'

That happened very quickly, and then we started talking about this video in March. Obviously the first video went down very nicely, and so I get the call, 'Can you start writing some ideas up for the Celine video?'

What did you think of the song?

Well, the truth of it is, I'm not a huge fan of Celine's music. I love Celine, she's fantastic. She's a wonderful lady. But I learned quite early on in my career that you very often do your best work for music you don't necessarily love. There's probably many reasons why that is, but perhaps you just try harder because you're not just listening to the music and grooving to the music, so you're forced to focus on other issues. I'm a huge music fan, but I learned quite early on in my career to actually sort of ignore the music, which is quite ironic when you're making a music video. If you just get fascinated by the music then the [indistinguishable] images become less potent. It wasn't like I went, 'Oh my god, this is brilliant!' That wasn't really my approach, I'd gone way past that need to do work. What I'd then discovered and continue to do is enjoy working with great people, and Celine is a wonderful lady and that's why I really enjoyed working with her.

What were your first impressions of her?

When I first met her in the south of France, she was actually very down to earth. I mean, this is 20 years ago, I haven't seen her since, maybe she's changed, but she's very funny. She's got a very ribald sense of humour, and she's very open. It just makes you instantly very relaxed. It's much easier to do work. The trouble is when you're making music videos, it's not like a movie where you spend three weeks in preparation with the artist. You spend two months on set refining the character and your communication and relationship with that person. When you're making a music video, it's pretty intense. You probably meet them for three hours before the video at the wardrobe fitting, and then the next time you see them is when they're on set in makeup and you've got 12 hours — if you're lucky, you've got two days — to get it done. So having somebody who breaks down the barriers for you and is very open and warm and easy to talk to, makes it so much easier. I've worked with some huge stars in my time. I've been very lucky. And some of them, you're just having to batter your way through a barrier to communicate with them. I'd like to think that I'm polite and respectful and sometimes those are two words that aren't necessarily appropriate for directing somebody.

How did you get at the final concept for the video?

When I was first approached about writing for this song, they said, 'Can you send a whole list of ideas, we want a lot of ideas, we don't just want one.' So I wrote, literally, about a dozen ideas, and then I get the phone call, 'You know what? We talked to Jim and Jim has an idea, so we'd like you to get on the phone with Jim.' So my dozen ideas were thrown in the bin and I get on the phone with Jim and he's — this is the only time I've ever dealt with Jim, so I have a very one-dimensional perspective on what he's like to work with, never met him, just spoke with him on the phone.

He went into great lengths about the idea, and what it came down to, on some level, it seems that every idea he has involves a motorcycle [laughs]. Which is something I've come across many times, actually, with an artist or a writer or somebody who works in visual stuff, who has a career of their own and they become famous for one thing, it's because that's the one thing that they do. I'm thinking, 'Celine and a biker?' If you look up Jim Steinman on the web and you look for a picture of him, he's dressed like a biker's worst nightmare with studs everywhere, which I find kind of ironic, because I was a motorcycle messenger in London for a while. Unless you're really trying to make a bit of an impression, you just wear a leather jacket and as much warm clothing and waterproof clothing as you can.

So Jim comes up with this very involved idea, as is quite common when non-directing people give you an idea, it was very top-heavy, very front-heavy. The motorcyclist having the crash and basically he dies and then Celine's wandering around this mansion having visions of him. Eventually I wrote his idea out and he said, 'No, no, no, you've got this bit wrong' and so I'd have to rewrite that. Eventually we had this very complex treatment, which was Jim's vision. That's ok, a lot of my best videos have been ideas from other people — I think the thing that was different in this case is usually the person gives me a very postcard-size of the idea and then I write the novel, if you like. They give me the thumbnail sketch and then it's up to me to have a vision about it. This case, Jim had many, many details that he insisted on being in the video. Which ultimately, I think, looking back now — I mean, he should have directed the video. That's the truth of it.

How did you end up in Prague?

So we have this very complex idea and I can tell it's not going to be cheap, what has been written down on paper, and it needed to be somewhere very fabulous and all the rest of it. In March, while I'd been putting these ideas together, I'd made my first trip to Prague to shoot Green Day and at that time, it was a very cheap place to shoot and there was a producer and a bunch of people at a production company who had access to all these incredible set dressings and whatnot because the Communists had just left quite recently, maybe only a couple of years before, so it was very accessible and very affordable and I knew it had all this fantastic propage: pictures, fireplaces, all the stuff we'd need. So, I convinced everybody to go and shoot in Prague and I said, you know, this is the only way you're going to make the money work, to get his idea. But I wasn't really thinking it through because the whole shoot is at night and if you go to Prague in June or July, I think we were there over July 4th weekend, I can't remember now, but there's only six hours of darkness. So you're doing a night shoot without very much night, so I'd actually screwed myself royally right at the beginning (laughs).

What was the first day of shooting like?

It was in this palace, which I think had been the summer palace of the King of Czechoslovakia or something, I can't remember the details now. It was about 200 years old, this beautiful piece of architecture in the middle of some lovely grounds and we had complete access to it. Somebody gave us the key and we went in. I walked up and there were literally dozens and dozens and dozens of people around. I suddenly realized that the art department alone had 90 people in it. We shot the second-half of the video on the set that was built in one of the film studios in Barrandov, in Prague, which was built by the Nazis. I shot it in what was then one of the biggest stages in Europe. The corridor and her bedroom was a set that was built with a real, live fireplace and it was all one piece and it was the biggest set I've ever had built in my entire career. It was beautifully done, a huge, huge production. This massive bunch of people, more than one catering truck, and just this huge deal dealing with the logistics of it all.

It was a very big job, and it was the biggest job of my career, I think, in terms of music video and the budget, a very large amount of money in a short period of time, which brings a huge amount of responsibility. Even though I'd done quite a lot of prep work, it suddenly dawned on me on the way to the shoot that there were no cutaways. The kid dies within the first 20 seconds and then it's just Celine. You can't cut to the drummer or to the guitar player or to the other people in the story. The other person in the story is dead and the only time you'll see him is when he appears in mirrors and things. I'd never done such a complicated story in my career with so few moving parts. If I didn't get every shot with Celine absolutely right then I was in trouble.

That sounds like a bit of a nightmare.

You're making a movie is what you're doing [in terms of the song length]. There was lots to be frightened of, let's put it that way. So you just do what you do and get on with it how you can. Celine is fantastic, so when we had her running across the gravel — I got her to run, like, five times, to get a great shot, as you do, and she's barefoot. The next day when she shows up, her feet are in bandages because she didn't tell me she's cutting her feet up on this bare gravel. She's a real hard worker, I'd work with Celine everyday of my career if I had my druthers, really, she's wonderful to work with.

This video always ends up lists of the most expensive music videos ever made.

It's actually nowhere near as expensive as many music videos. It was about $750,000 and within four or five years of that, there were so many videos being made which were, like, a million bucks. Michael Jackson's video that he made with Mark Romanack was supposed to be seven million dollars, so yeah, it wasn't close to being the most expensive video of all time, actually. For me it was super expensive because I never got those huge budgets. I would get the medium range ones. I remember one director whose name escapes me right now, who said in the very late 90s, early 2000s, 'It's impossible to make a video for less than a million' and I'm thinking, 'What are you talking about? I do it all the time!'

Had you ever seen the original Pandora's Box video?

No, I actually very quickly went online last night to remind myself about Jim and whatnot and saw that in Wikipedia. It said the Pandora's Box thing. Why, is it similar? (Laughs)

No, but it does involve a motorcycle accident. It devolves into a full-scale dream orgy within the two-three minute mark and there are a bunch of dudes in assless leather chaps. It's completely crazy.

Yep. That sounds like Jim. Like him or not, he obviously has a certain language of imagery which is special to him, very bodice-ripping sort of, for want of a better word. To be honest, I think that's one of the big failings of the video. The scene when she's in the hall of mirrors and the guy, every way she looks, there he is and the camera's going around her, what Jim wanted to achieve in that scene was not really possible with the technology available at that time. It's one of my big regrets of that video: we were trying to do something that, on some level, we just couldn't do.

I find it very difficult to watch some parts of the video because I just feel like we could do it so much better now. It could actually achieve a lot of the things that Jim wanted to have in it. The technology just wasn't there, even with the huge amount of money we had, we couldn't access the kind of special effects we needed at the time in 1996.

Can you specify what those things were?

The whole thing about the video is she's running around the house having these images of her dead lover, it's all coming back to me now, I wish he was here kind of thing. I think all the sense of this haunting, the ghost of her lover being there, could have been better created. To be honest, it was the first really complex special effects shoot I'd ever done. I just feel if I'd been able to do it five years later, or 10 years later, I think I could have done a much better job and I'd have been much prouder of the results. Even with this huge amount of money, we were, on some level, trying to do too much. And because it was somebody else's very detailed vision who was never there, you're just throwing darts at a dartboard and you have no idea if you're hitting the target or not. Having many times done work based on other people's ideas, the thing they let me do is, 'here's the idea, now run with it.' And Jim is very specific about what he wants and on some level it was a compromise, unfortunately.

"It's All Coming Back to Me Now" is still a hotly contested, love-it-or-hate-it song that has permeated pop culture. Glee covered it, reality show singing competitions contestants continue to tackle it around the world, and it has been used as the backing track for countless fan-made videos on YouTube for all manner of fictional couples whose love has faced ups and downs: Scandal's Olivia and Fitz, Grey's Anatomy's Meredith and Derek, and Sailor Moon, and it was even used for a choreographed dance at a Florida competition in 2010.

Its legacy is forever tied to Celine Dion, and rightly so. She knows how to shoulder a pop opera, and it's one of her best performances ever. It's a perfect precursor to the biggest hit of her career, which would come the following year with 1997's Titanic theme song, "My Heart Will Go On." And while Meat Loaf may have been upset that he didn't get there first, that Dion was able to put her stamp on the song, it's actually Caswell who suffered the biggest burn. After all, she actually did record "It's All Coming Back to Me Now" first.

"She was such a big star!" Caswell said. "If I was Jim, I'd do the same thing." And, though they haven't spoken in a few years, she laughingly admits she does savour one victory. "Jim always liked to tell me that there were all these fights on the internet, fans going back and forth about which version was the best, and he'd like to tell me that I was still winning."