Timbaland, Diane Warren & More 2024 Songwriters Hall of Fame Honorees Share Stories Behind Their Biggest Hits

“Losing My Religion” was the unlikeliest of hits for R.E.M., Little Big Town’s “Girl Crush” was created at a girls’ songwriting sleepover weekend and, “yeah,” that’s Timbaland’s voice you hear on Justin Timberlake’s hit “SexyBack.”

Ahead of the 53rd annual Songwriters Hall of Fame Induction and Awards Gala on Thursday (June 13) at the Marriott Marquis Hotel in New York, some of this year’s inductees and honorees share stories behind their biggest hits and the songs that hit closest to home, in their own words. 

The 2024 class consists of Hillary Lindsey, Dean Pitchford, R.E.M., Steely Dan, Timbaland and the late Cindy Walker. Diane Warren will be honored with the Johnny Mercer Award and SZA will receive the Hal David Starlight Award. 

Hillary Lindsey 

“Girl Crush”  
Co-written with Lori McKenna, Liz Rose 
Recorded by Little Big Town 

The Grammy-, CMA- and Nashville Songwriters Association International-winning song that spent 13 weeks at the top of the Hot Country Songs chart in 2015 had a spontaneous start. “The three of us are dear friends and once a month we’d do two-night sleepovers at Liz’s house and dive into writing. This was one of those times,” Lindsey says. “I didn’t know it, but Lori had this title ‘Girl Crush’ in her head, and she apparently asked Liz and Liz had said the title sounded cool but might be too hard. I came in and Lori asked me, ‘What do you think about this title?’ It could’ve gone lots of directions, and it was one of those miraculous moments that can happen when you’re creating. I picked up the guitar and played chords and the words just started popping out. It was one of those songs we didn’t put a lot of thought into. We were all throwing out lines and we probably wrote it in 45 minutes.  

“Then the girls of Little Big Town were coming over for a write-in. Karen [Fairchild] said, ‘Do you all have anything you’ve written that you love?’ And Liz was like, ‘Well, we do have this song we wrote this morning.’ I was scared out of my mind; I thought we needed to make it sound better. We’d just put it down on our phones on a voice memo so we wouldn’t forget it. And they both just sat there in silence with their eyes real big and we were like, ‘Do you hate it? Do you love it?’ And then they were like, ‘Oh my God, this is a beast of a song.’ Jay Joyce [the producer] took it to the utmost next level. It was otherworldly. He heard it in its raw form and the band just made it shine.” 

Dean Pitchford  

“Footloose”  
Co-written and recorded by Kenny Loggins 

Loggins was Pitchford’s top choice for the Footloose title song, which spent three weeks at No. 1 and was nominated for an Oscar in 1984 — and Pitchford went to great lengths to seal the deal. The soundtrack, which produced six Hot 100 top 40 hits, knocked Michael Jackson’s Thriller out of the No. 1 spot on the Billboard 200, where it spent 10 weeks. “Kenny had a very big pop career at that point. He sort of auditioned me by giving me a cassette with a melody he and Steve Perry had come up with. All he would say is it was called ‘Don’t Fight It.’ So I wrote the lyric, and he and Steve loved it. They recorded a duet and got a Grammy nomination. And we found out about the nomination while we were in the trailer at Paramount on preproduction on Footloose,” Pitchford says. 

“I came to him with the movie script and said, ‘I want to work with you to write the title song.’ He was seduced by reading the script. Paramount was not taking for granted that I had Kenny onboard until they heard something. And then something happened that put us into a great bind. At a gig in Utah, Kenny came out in the dark and walked off the edge of the stage and broke three ribs. He was laid up and recovering because he was leaving for a tour of Asia in four weeks, and now the clock is ticking. I finally got a call from his manager, who said he was going to play one weekend in Lake Tahoe before he goes to Asia and, ‘If you can get yourself to Tahoe I can put you in a room with Kenny.’ The night before I came down with strep throat; I never mentioned it to Kenny. I called it our house of pain because I was running into the bathroom and spraying my throat with Chloraseptic and he was strumming the guitar, which was obviously causing pain. We ended up creating the verse and the chorus of the song. And I had enough to go back to L.A. and say to the executives, ‘He’s in.’” 

R.E.M.  

“Losing My Religion”  
Written by Bill Berry, Peter Buck, Mike Mills, Michael Stipe 

The second song on the band’s seventh album, Out of Time, spent 21 weeks on the Hot 100, was inducted into the Grammy Hall of Fame in 2017 and in 2022 reached one billion YouTube views. But as Mike Mills recalls, it didn’t scream hit. “It’s a five-minute song with no chorus and the lead-in is a mandolin. It was a really cool song… but that is not a recipe for a hit single. We never really thought about songs in terms of, ‘This is going to be a big hit.’ We just wrote the best songs we could. And we always tried to make timeless records. That song was driven by our desire to explore different instruments and ways of writing, [since] we were really writing good songs at that point. And it tapped into a zeitgeist that really worked. I believe in the record company’s mind it was sort of a warm-up track for ‘Shiny Happy People’ or some other thing they thought would be a big hit,” he says.  

“Peter [Buck] had begun playing the mandolin all the way back to [our 1988 sixth album] Green and was becoming very proficient, and he came up with basically the whole song. As I remember, when he showed it to us it was fully formed so all we had to do was come up with our parts. I was having a little difficulty with the bass line. It needed to have some element of identity without getting in the way of the mandolin. And I thought, ‘What would John McVie do? I tried to put myself in John McVie’s head and came up with a very simply change that, to me, made all the difference. It’s a simple low F sharp before the minor E chord. That’s all it was, but it gave the song a little bit of darkness. It’s the only time I recall turning to another bass player for help, as it were.” 

Timbaland 

“SexyBack” 
Co-written with Justin Timberlake, Nate “Danja” Hills 
Recorded by Justin Timberlake 

Co-written and produced by Tim Mosely, aka Timbaland, the song that served as a re-introduction for Justin Timberlake was certified three times platinum by the RIAA and delivered him a No. 1 on the Hot 100 in September 2006. “It all started by really being bold,” Timbaland recalls. “We knew people were going to love it — and we knew especially the women would go crazy. Because it was a call-to-action song. It makes you feel good and has something about it that gets your attention. What we were going for was that old David Bowie sound, back in the day when rock n’ roll was in a disruptive space. We were trying to re-create that in [Timberlake’s 2006 sophomore album] FutureSex/LoveSounds. We were going for something different. I thought the way Justin approached it was so futuristic but felt so nostalgic that I knew it was going to shock the world. People were used to him coming off *NSYNC. And the funny thing is, the label came in and they were like, ‘What is this?’ But we knew what it was. We knew it was disruptive. It’s like that Michael Jackson Thriller moment.”

“When we were coming up with the song, Justin was like, ‘This song feels like I’m bringing sexy back.’ And I said, “Yeah.” The way I talk is in rhythm, so ‘yeah’ came out [and] it just fit in the track. And he was like, ‘This is it; this is the song.’ And I thought we should really swag it out, so we did. I was more fascinated about the sound taking over the world than it being No. 1, to be honest. I think what we did was we made dance music come back. And that to me was the moment. My real impact was, ‘Did we change how people view [Justin]?’ Yes, we did that.” 

Diane Warren  

“I Don’t Want To Miss A Thing,” recorded by Aerosmith; 
“Here’s To The Nights,” recorded by Ringo Starr and friends

Warren delivered Aerosmith’s only No. 1 on the Hot 100, where it remained for four weeks in 1998 — one of the songwriting legend’s nine chart-topping hits. “I never, ever thought Aerosmith would do my song. They just don’t do that. I wasn’t in the studio when they were recording so it went from me teaching Steven Tyler the song at the piano to someone sending me the CD and hearing the finished record. I was blown out of my chair; it was so great. I think to this day I’m the only outside songwriter [they’ve worked with].

And while Warren has already received a Grammy, a Primetime Emmy, two Golden Globes, 15 Oscar nominations, and in 2022 became the first-ever songwriter to receive a Governor’s Award from the Academy of Motion Pictures Arts & Sciences, she says the “coolest thing that’s ever happened” is getting two members of the Beatles on her song, “Here’s to the Nights.” As she recalls, “A few years ago Ringo asked me for a song and it was basically, ‘Here’s to the nights we won’t remember with the friends we won’t forget.’ My idea when I gave him the song was, ‘Let’s get your old friends and some new friends on there singing along.’ And my whole intention was to get Paul McCartney. And Paul McCartney was the first person who said yes to Ringo. So I have two f—ing Beatles on my song. And also the other artists on that song — Lenny Kravitz, Dave Grohl, Joe Walsh, Sheryl Crow, Finneas… it’s a Who’s Who.” 

Despite such memories, Warren insists, “I’m writing my best songs now. I’m working with so many great artists in all genres, whether its country or Afrobeats, whether its Angélique Kidjo to Kesha, or David Guetta in the dance world with Steve Aoki. I just did a great song with The War and Treaty that I think is going to be their career song. It’s one of those songs when you hear it you stop everything and listen. I just heard a mix and I was in tears. I love to do a song that changes someone’s life, whether it’s a new artist or an established artist.”

A version of this story originally appeared in the June 8, 2024, issue of Billboard.