Background and Recording
Originally, songwriters George Merrill and Shannon Rubicam had written the song's demo for Janet Jackson, employed by A&M Records executive, John McClain. However, after hearing the song, Jackson's management passed on the song, feeling it was too weak in comparison to her other material. In an interview with Fred Bronson, Merrill expressed her feelings after learning of Jackson's decision. "We were pretty upset because we thought it was perfect for her at the time. We had written it with her completely in mind." During this period, Brenda Andrews, at Almo-Irving Music, Merrill and Rubicam's publisher, played the song for Gerry Griffith, the director for R&B music at A&M and Arista Records. Griffith, who was compiling material for Houston's debut at the time, felt the song perfectly matched her sound. He soon contacted Andrews and the song's two writers and implored that they should relinquish the song to him for Houston's debut album. Griffith described his discovery of the song, and what he and Clive Davis thought of it:
"We had a lot of R&B-based tunes, we had a few ballads, but we didn't have a pop crossover song. So when I heard 'How Will I Know,' I said this is absolutely perfect. I played it for Clive he fell in love with it. I wasn't very familiar with her family background, I didn't realize that even at that time there was a pretty big industry buzz about her future."
After getting permission to use the song from Merrill, Griffith quickly turned to Narada Michael Walden, who was producing Aretha Franklin's "I Knew You Were Waiting (For Me)", for her album Who's Zoomin' Who?, at the time. After getting in touch with Walden, Griffith frantically implored him to produce the song, describing how important the song would be for Houston's future album. After hearing the song's demo, Walden agreed to fly down to San Rafael, California to arrange it. He was not much impressed with the demo and requested permission to change some of the song's lyrics and chord progression. Flustered by his request, Merrill and Rubicam denied him the right to their song. After countless back-and-forth with Griffith, they compromised and allowed Walden to de-construct the song and change the key and tempo. After completing the song, Houston came into the studio to record her vocals. Originally, Cissy Houston, the singer's mother, was intended to perform the song's background vocals. Houston had wanted to introduce her mother's vocals on the track, insisting on their inclusion. However, after hearing the finished result, Davis felt Houston's voice itself fit the song's arrangement, and implored her to sing the backup section on her own. While reluctant at first, Houston agreed and re-recorded the background vocals to the praise of both Griffith and Davis. Griffith explained:
"I asked Whitney to sing the background session. She was reluctant because she wanted to enjoy hearing her mother sing. I said, 'No, get out there and sing,' so she did. The background sounded incredible...Clive Davis heard the mix and immediately gave it a 10, which is outrageous for him, because he doesn't like anything!"
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