Phil Collins leveraged an old breakup song to garner his first U.S. No. 1 solo hit, then found himself reunited with two Genesis bandmates on the soundtrack to Against All Odds.

The presence of Peter Gabriel and Mike Rutherford should have been a big deal. Gabriel left Genesis a decade earlier, while Rutherford's most recent solo work dated back to 1982's U.K. Top 25 hit Acting Very Strange.

Their songs also pointed to future successes: Gabriel's "Walk Through the Fire" provided a brief glimpse into the more polished approach to come on 1986's So, while Rutherford's "Making a Big Mistake" hinted at where he'd go with Mike and the Mechanics.

The soundtrack, which arrived in March 1984, elsewhere included Stevie Nicks' "Violet and Blue," a leftover from 1983's The Wild Heart. There was also a side of more atmospheric film-related music from guitarist Larry Carlton. (Director Taylor Hackford reportedly wanted Mark Knopfler to score the movie, but couldn't get it worked out.)

"Against All Odds (Take a Look at Me Now)" turned into a juggernaut, however, obscuring everything else as it propelled Collins to solo superstar status. He had begun work on the song, which was originally titled "How Can You Just Sit There?," during sessions for 1981's Face Value, his divorce-themed solo debut.

Collins converted a bedroom into a new recording space after his wife left, and that provided a space to channel his hurt and rage. Collins said this period transformed him as a composer.

"That song was written during my first divorce," he told This American Life in 2007. "My first wife and the kids had gone and I was left there. The song was written out of experience as opposed to a 'what if' song. If that personal stuff had not happened to me at the time, I probably would never have made an album, and if I was to have made an album eventually, it probably would have been a jazz/rock thing. Without that stuff I wouldn't have felt the stuff I felt sitting at a piano night after night, day after day writing stuff."

When it came time to finalizing the track list for Face Value, however, "How Can You Just Sit There?" got left aside. Then Hackford called.

Listen to Stevie Nicks Perform 'Violet and Blue'

Collins, who was on tour with Genesis, met the director after one of their shows. They watched the film on a VCR in a Chicago hotel room, and Collins' thoughts returned to an old idea. Collins updated "How Can You Just Sit There?" to match the script for this neo-noir romantic thriller, which began as a remake of 1947's Out of the Past.

"'Against All Odds' was written in the same misery that the rest of Face Value came from, but I wasn't drawn to it initially," he told Mojo in 2015. "I didn't like it as much as 'You Know What I Mean,' and I thought there was only room for one of those on the album. I don't know what would have happened to it if Taylor Hackford hadn't got in touch."

Collins' busy schedule meant the track had to be pieced together while Genesis' tour continued. "I said, 'I'm not able to do it on the road, but I have a demo of this ballad," he told Rolling Stone. Rob Mounsey's piano, the synthesized bass line and the strings were overseen by producer Arif Mardin on the East Coast, while Collins cut his vocals and drums in California.

"We recorded the song in two days – one day in New York, one day in Los Angeles," Collins later told the Telegraph. "The mixes were done by phone and the song went to No. 1. I couldn't believe it."

In Risky Business: Rock in Film, Hackford called "Against All Odds (Take a Look at Me Now)" a "textbook case of designing a song to reflect what the film is, having the title of the song be the title of the film – and when it went out into the marketplace, I think it decidedly helped the film. People heard it and liked the song. They identified it with the film, and they came to see the film."

Listen to Phil Collins Perform 'Against All Odds'

Something in the plot, which revolved around an aging football star (Jeff Bridges) and his verboten love for a mobster's girlfriend (Rachel Ward), clearly spoke to Collins. There was a financial incentive, too.

"It was basically like saying, 'Here's $10 million. Would you want it?'" Collins told Rolling Stone. "When I think about the movie, the first thing that comes to mind is the size of Rachel Ward's breasts. I thought they were fantastic. I like Jeff Bridges, too."

Taylor Hackford also directed the music video, which found Collins singing in front of a wall of water alongside clips from the film. "Against All Odds (Take a Look at Me Now)" quickly became the first of seven chart-topping Billboard smashes for Collins. The song then won a Grammy two weeks after his next solo album No Jacket Required was released, setting that project up for its own multi-platinum run up the charts.

Still, for all of his newfound stateside success, Collins' momentum was stopped cold at the Oscars. First, he was turned down flat when he offered to sing "Against All Odds (Take a Look at Me Now)." Instead, he had to endure a poorly executed lip-sync of the track by Ann Reinking and a troupe of dancers, then the Academy of Motion Picture Arts and Sciences gave the award to Stevie Wonder for the lightly regarded "I Just Called to Say I Love You."

"It was awful," Collins told Rolling Stone in 1985. "I'm disappointed that these things aren't necessarily judged on merit. Stevie Wonder is one of my heroes, but I have serious doubts about whether or not that song was actually written for the film."

Collins didn't secure an Academy Award for best original song until 2000, when he won for "You'll Be in My Heart" from Disney's Tarzan.


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