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Mariah Carey’s Music Box LP (1993) revisited with co-writer Walter Afanasieff | Return To The Classics

July 3rd, 2011 | by Chris Williams

Music Box was released on August 31, 1993 by Columbia Records. After selling over 15 million copies of her self-titled debut album, Mariah Carey decided to experiment with her sound for her follow up album, Emotions, but failed to make the same type of commercial impact as her debut. Carey returned to the studio determined to broaden her listening audience and produce another high quality album not only for herself, but for legions of her beloved fans. As a result, her career ascended to extraordinary heights.

This album would see Carey asserting her control over all aspects of her musical sound. It was mutually agreed upon to take her sound in a more pop-friendly direction over the heavy R&B/Soul influence from her previous album. Alongside her writing partner Walter Afanasieff, Carey was able to carve out a niche where many of her contemporaries failed to. Music Box introduced a young producer named David Hall, welcomed back the long time production duo of David Cole and Robert Cliviles and ushered in the arrival of Babyface and Daryl Simmons on a Mariah Carey led album. Carey’s five octave range was on full display once again, which left an indelible mark on the majority of songs on the album.

Mariah Carey came from a musical family where her mother was a singer for the New York City Opera as well as being a vocal coach. At the tender age of 3, she began singing and by the time she reached high school Carey was cutting records as a demo singer for a local recording studio in her native Long Island. It was during this juncture where she received tutelage from the legendary Gavin Christopher and began writing with Ben Marguiles. From her association with Marguiles, Carey was able to write and record songs for her demo tape, which ended up on her debut album, Mariah Carey.

As the story goes, Carey would go on to become a backup vocalist for then popular recording artist, Brenda K. Starr. At a industry party in 1988, Carey’s demo tape ended up in the hands of Columbia Records executive, Tommy Mottola. She eventually received her big break in the fall of the same year. Her debut album Mariah Carey only foreshadowed what was to come and three years later she found herself in a league of her own.

Between the months of August 1992-May 1993, Music Box was recorded at Right Track Studios in Manhattan, New York and The Plant Studios in Sausalito, California.

SoulCulture recently sat down with Walter Afanasieff, the co-writer, producer and studio musician for the album to share their blueprint for creating a classic record.

Afanasieff remembers how he first became involved with Carey on her previous albums.

“I actually did work on her first album,” says Afanasieff. “I was sort of the arranger and co-producer to a gentleman named Narada Michael Walden. I was his right hand guy, his keyboardist, co-writer, arranger, co-producer sort of guy. He was hired to do a few songs on the first album. We actually worked on the “Vision of Love” song from the first album as well as “Someday” and “I Don’t Wanna Cry.”

I was involved at that time as a musician. When Tommy Mottola and Mariah were in California working on her album with Narada Michael Walden, we all met. In the meeting with Tommy and Mariah, we exchanged the knowledge that this was a cool opportunity for us to be acquainted and to continue working together.

“Tommy gave me a challenge and he said, ‘We have one more song that we want to record for the first album and the album is already pressed and in the CD cases, but I’m going to halt the presses. And if this song that you do, Walter turns out good we’ll put that song on the first album again on the second pressing.’ So he gave me this challenge and I delivered the last song for that first album called “Love Takes Time.” “Love Takes Time” ended up being Mariah’s second single, which went to number 1 after “Vision of Love” went to number one. It was my first production and that’s how we started our relationship.

“I started to score points with her and them because they thought I was good enough to become her writing partner. So her and I started to write for her second album. The meeting of the first, led to writing on the second and that led to Music Box being a really serious music collaboration. The first album where we worked very hard and closely together was the Emotions album and there we ironed out some of the creases and it wasn’t perfect. We weren’t exactly on point yet, but with Music Box we were definitely on point.”

Afanasieff describes the direction they wanted to pursue for the album.

“It was never a purposeful idea, it was always about what Mariah was writing and feeling,” says Afanasieff. “Mariah is a simple songwriter. She writes about what she’s going through. She writes about her feelings and she writes about the climate the world is in musically. So at the time Music Box was written for and being put together, it was all about what we were doing. It had nothing to do with a direction decision. She simply went through her first album and on her second album, Emotions we tried a lot of different things that we were writing and feeling and we started writing different songs after that and we got into a different spirit, which led to the Music Box record.

“We didn’t have any orders coming down from the music executives to tell us to make the record more pop, more soulful or softer, nothing like that. It was strictly about what she was feeling and how she felt is how we wrote the songs and those ended up being on the album. I would write something at the piano with her and the challenge at that point becomes how do we produce a modern, hit sounding track based on what we just finished writing at the piano. So that production and arrangement is what makes the song sound the way it sounds. She would take the tracks that I did for her and she would vibe on those. And then she would layer her vocals a certain way and it was just a building process from there that you take step by step. It was never a decision that it was going to be a certain way before it happened.

He continues, “Mariah is her own melodious. She is the one that comes up with the vocal. Whenever she ends up singing what you hear her singing it comes from her. The writing partnership that her and I had and I can’t speak for her other songwriting partners, but if you could see us in the room I would hit a chord and play a little melody on the piano and she would say, ‘Oh, that’s nice,’ and she would sing that melody and then she adds a little bit to it. I would then play it back and then she would say, ‘Yea, that’s good’ so it instantly becomes this partnership where eventually she’ll have a melody and then the melody would prompt her to start thinking about this feeling she wants to put into words. This would eventually become the theme of the song. Melody wise it was also a partnership that developed her melodies and it was really her that took the direction lyrically. She would write the majority of the lyrics herself.”

Afanasieff recalls how he became involved with the lead single “Dreamlover” from the album.

“’Dreamlover,’ for instance, was a song that Mariah was doing on the side,” says Afanasieff. “She had a particular need for up-tempo records and more of a cutting edge sound. I won’t say I was only the balladeer, but the more softer, melodic, more ballad and songs like that I was at the helm with her for those records. She would always have this little area of her album where David Cole and Robert Clivilles would be featured. Unfortunately, it was just a one shot type of deal from my understanding of it. A gentleman named Dave Hall produced the song. He was this up and coming producer, writer, track guy in the New York area.

“She went off and wrote ‘Dreamlover’ with Dave. I had nothing to do with the writing or even the initial production of the first draft, but when the song was delivered to the record company Tommy Mottola and Columbia Records decided the record needed a little bit more something to it. In their opinion, it was a little too dark and a little unexciting I guess to put on the radio in its form. So they gave it to me and I added a few little bits and pieces to it. I added a Hammond B3 organ to it to make it bounce a little bit better and I added some drums to replace some of the drum parts. I remixed it and added some sprinkles and sparks on it. It was very nice to be involved on that song and I got to be listed as a co-producer on it.”

“Dreamlover” landed at #1 on the Billboard Hot 100 Charts, #2 on the Billboard R&B Singles Chart and #9 on the UK Singles Chart and it helped to engineer success for Music Box after its release.

Carey’s second single from the album was the iconic “Hero” and Afanasieff tells a fascinating story of how the song came together with assistance from Tommy Mottola.

“One of my favorite stories of the Mariah Carey era was when I was asked to write a song for a film that was being finished in Hollywood that Sony/Columbia Pictures was putting out,” says Afanasieff. “Being intertwined with Sony Music you’re sort of connected to the company next door which is Sony Pictures. So a lot of times Sony Pictures calls upon Sony Music to produce the music for the movie, which is a pretty standard procedure. They asked me if I would come in and screen a movie called “Hero” which was a Dustin Hoffman and Andy Garcia movie.

“At this particular time, they asked Gloria Estefan to sing this song and they asked me to write and produce a song for the movie. I was carrying this bit of information in my head when I came to New York City to work with Mariah on her album. We were getting together to do some writing for her album. One day, while we were at Right Track Studios I told her about this project I was working on and asked her if she wanted to write this song with me. I told her it was pretty cool and the concept of the movie. I started playing the piano part at the beginning of the song and she asked me, ‘Is that your idea for it?’ I told her, ‘Yea, this is what I’ve been working on for it.’ She goes, ‘Yea, that’s really pretty. Let’s try it.’ So we sat there and tried it.

“Within the next two hours we had the bulk of the song done. She started to not be Mariah Carey, the singer, she started to become the songwriter for someone else. She wasn’t really worried about it being for her and her style. She just came out of the box and we wrote “Hero.” At that time, Tommy Mottola walked in and asked us what we were doing. We told him we just wrote this song for the movie “Hero.” He said ‘Let me hear it.’ and after he heard it he looked at us and he said, ‘There’s absolutely no way you’re giving that song to that movie. This is your song, Mariah.’

“She said, ‘What? I’m not going to sing this song. This song is not for me. This isn’t what I want. This isn’t my style.’ He told her, ‘No, trust me. If you put this song on your album and put this out, it’s genius. This will be one of your biggest songs I promise you.’ She said, ‘I don’t want to. This isn’t who I want to be. I want to be less smaltzy. I want to be less pop and less ballad driven.’ He said, ‘Trust me. You have to record this song.’ So she ended up recording it herself. We didn’t give it to the movie and I didn’t write anything for the movie. Low and behold it was one of the biggest hits of her career.”

“Hero” peaked at #1 on the Billboard Hot 100 Charts, #5 on the Billboard R&B Singles Chart and #7 on the UK Singles Chart and it generated more success for Carey.

The next single to follow “Hero” was “Without You,” which was a remake of the popular 1970 hit written by the British rock group, Badfinger. Afanasieff spoke on how strong the response was for it in Europe.

“The song that she loved and wanted to do a remake of was “Without You” by the British rock group Badfinger and remade by Harry Nilsson,” says Afanasieff. “Mariah was always influenced by the Beatles, George Michael, Stevie Wonder and many other artists. “Without You” was a personal favorite of hers.

“I wanted to get closer to the version that I believed the integrity of the song belonged to which was the Harry Nilsson version because it had the power, the piano and the big sound. I went to work on our version of the track and Mariah came in and slayed her vocal and it turned out pretty powerful. At that time, I think there was a climate in the world especially from Europe because you have to understand there were other girls out there in the mid-’90s like Celine Dion who were really raising the bar. Europe loved the song “Without You” and then it caught on here in the US.”

“Without You” peaked at #3 on the Billboard Hot 100 Charts, #7 on the Billboard Hot R&B/Hip-Hop Singles Chart and #1 on the UK Singles Chart.

The fourth single to be revealed to the public at large would be the Babyface and Daryl Simmons produced song entitled, “Never Forget You.” “Never Forget You” peaked at #3 on the Billboard Hot 100 Charts and #7 on the Billboard Hot R&B/Hip-Hop Singles Chart.

“Never Forget You”:

The final single to be released from the album would be “Anytime You Need A Friend.” It showcased a pair of newcomers Kelly Price and Melonie Daniels on background vocals. It peaked at #12 on the Billboard Hot 100 Charts, #22 on the Billboard R&B Singles Chart and #8 on the UK Singles Chart.

Afanasieff gives a glimpse into how the song was formulated.

“Mariah was a huminguous lover of gospel music and the church,” says Afanasieff. “We were always in the company of these wonderful singers reared in the church. Her background singers like Melonie Daniels and Kelly Price grew up in the church. We were messing around with the fact that we were going to do a gospel type song. We had done a couple of songs on her second album. One was called “And You Don’t Remember” that we wrote and it had that 6,8 churchy, gospel type sound. We wanted to do something like that again.

“Mariah also loved a song that she had on her first album called “I Don’t Wanna Cry.” The substance of “I Don’t Wanna Cry” and the gospel quality of “And You Don’t Remember” led this sort of melodic, melancholy theme that we wanted to bust out into some big harmony gospel singing type of chorus. This is how we came up with “Anytime You Need a Friend.”

“It was very much driven by me being at the piano. When I’m playing the piano I’m playing a million different things. When I would be playing the piano Mariah would say ‘What’s that?’ and I’ll say ‘Which one?’ and she would say ‘Yea, I like it.’ and then when I would go on and play a hundred more things and she would do the same thing. I would play the minor sad melody, the chord progression and the verse she would say ‘What’s that? I love that.’ Then she would figure out the theme of the song. It was a combination of what we did on “I Don’t Wanna Cry” and “And You Don’t Remember” alongside the beautiful singing her girls were going to provide. Mariah gave the world that sick female harmony almost choir sounding style of hers. She loved arranging and adding as many harmonies as possible.”

Afanasieff goes on to provide insight on how the final tracks of the album came together and his disappointment in a decision made by the record company regarding the final printed version of the album.

“Mariah was very influenced by George Michael and his album Faith,” says Afanasieff. “She asked me if I had a sound that she really loved, which was a special organ sound. I remember being at Right Track Studios and we scoured the city to find the keyboard that was used to create the sound on that one George Michael song that she really loved. So we came back to the studio with a bunch of keyboards and I tried to come up with the sound and it didn’t work out. I finally got a Roland Juno 106 synthesizer delivered and in that bank of organ keyboard sounds she said, ‘Yeah, that’s the sound I really love.’

“So we started playing around with me hitting these chords on this organ sound and I started to play a chord progression and she immediately started to go into this beautiful musical trance. She started singing lovely melodies of my chord changes on the keyboard. This the melody that is now the song called ‘Music Box.’ It was so beautiful that we added this little music box sound to it. It was all based on this keyboard that George Michael started using years before that influenced Mariah when she was a younger girl.”

“Music Box”:

“’Just to Hold You Once Again’ was a lyric that she wrote after the music was written and the feeling of the music inspired Mariah to put these words down. I had a very classical upbringing and an intense life of classical training, piano lessons and music school. So I’m a really accomplished musician and I’m extremely versatile when it comes to different music genres. As I said earlier, I would play a chord progression and Mariah would like it and we would go off on that vibe.

“And with ‘Just To Hold You Once Again’ we had these really cool chord progressions that made her go into a place of really missing someone, being sad and wanting to be with that person. She wrote this really beautiful lyric about how she would wish to hold that person one more time. A lot of people were quick to assume that she was lonely and sad. Just because someone wrote a sad song doesn’t mean that’s what they are. It was just a feeling that the song brought out. A good songwriter can get into the actual mood of the song. Mariah has such a gift for composing and song writing.”

“Just To Hold You Once Again”:

“We kind of did a song on every album that had a similarity to each other and it was a little wave that her and I caught on the first real big project we worked on together, which was the album Emotions. There was this chord progression we always liked to remind ourselves of. It was one of those times where we ended up writing a song that really was just a very comfortable place that we would always go into. It was something that naturally came out. There were a couple of songs that we ended up with. My favorite song from the Music Box album wasn’t on the US version, but it was on the international version of the album it was “Everything Fades Away.” It kind of broke my heart to be honest.

“Everything Fades Away”:

“Record companies always have their rules. They always feel like there’s too many songs on an album or not enough songs on an album or not enough of this kind of song on an album. It’s usually a decision made by a corporate mind and they’re usually wrong. “Everything Fades Away” one was of the favorites that many Europeans always say and I had wished it went on the American release. Because it didn’t make the American release we put the other song ‘All I’ve Ever Wanted’ on the album. It’s in that area of where it was a ballad type of song and it was really comfortable for us.”

The remaining two songs on Music Box were two infectious up-tempo songs produced by David Cole and Robert Cliviles, “Now That I Know” and “I’ve Been Thinking About You.”

Music Box peaked at #1 on the Billboard 200 Albums Chart in the early winter of 1993 and it found its way back to the top of the charts three different times in three different countries (U.S., UK and Australia) and has went on to sell more than 32 million albums worldwide. The album has achieved multi-platinum status in 11 countries and landed at #26 on the Billboard End of Decade Album Chart in 1999 proving its staying power and effect on popular culture.

To this day, it’s regarded as the one of the greatest albums from the 1990s and remains the highest selling album of her career. This album earned a plethora of Grammy, American Music Award and Soul Train Music Award nominations. Music Box set the standard for other Pop infused R&B records for the remainder of the decade. It will continue to be a bellwether of what quality music should sound like for the coming generations of music fans.

Afanasieff speaks on his fond memories of working with Carey and creating Music Box.

“I was lucky enough to be involved 18 years ago with Mariah Carey to form a union to inspire, write and produce music that ended up on album called Music Box,” says Afanasieff. “It is now being hailed as a classic album because it sold so many records worldwide. It garnered so many beautiful songs and hits. It saved people’s lives and still does. When people hear “Hero” and someone is deeply troubled they’ll play the song and will be reminded that the hero is inside of them not anyone else. That message will stand the test of time.

“The album was a real masterpiece. It was a cumulative work of art that was due to an atmosphere where we enjoyed and challenged ourselves. Record companies today won’t even sign people let alone put out songs because some survey says it won’t sell or some 13 year old won’t download it on ITunes. I think we’re better than that and we deserve better than that.”

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  1. [...] In true SoulCulture fashion we took it back to a classic album from 1993, Mariah Carey’s Music Box and revisited the creative process from the iconic album with co-writer Walter [...]

  2. [...] To view video’s of the tracks or listen to the tracks discussed in the above article, please click here! [...]