A Complete Guide to Every Song Written By Paul McCartney and Elvis Costello During Their Partnership

After Lennon/McCartney there was McCartney/Costello. Here's a guide to every song the music legends penned together during their too-brief collaboration

F:PHOTOReady RoomActionsInsert Request47352#Steve Martin steve@nastylittleman.com2679_5.tif
Photo: Linda McCartney

Though his music can be heard in all corners of the globe, Paul McCartney’s songwriting process is impressively homegrown. When he teamed with Elvis Costello for sessions that would ultimately yield his 1989 album Flowers in the Dirt, the pair met at McCartney’s personal studio: a converted corn mill dubbed Hog Hill Mill, a short drive from his farm in rural southern England. Armed with nothing more high-tech than a pencil, paper and acoustic guitar, two of the world’s most influential composers climbed the steps to a small office tucked above the studio and pulled tunes out of thin air. That was the tough part.

“For us, the best bit from the writing sessions was literally after we’d finished,” McCartney tells PEOPLE exclusively. “We’d get our words written down and then we’d just take our guitars downstairs to the studio and record ’em.” Flush from the high of creativity, these primitive takes possess an excitement all their own. “It was great, coming really hot off the skillet. That’s my expression—it feels like we just cooked something, bang, right to your plate! There’s an immediacy of just a couple guys going, ‘There’s a song!’ and banging it out. It’s immediate and I think it makes it really believable. I like the performances too, because we hadn’t really thought how to perform it other than upstairs writing it. It’s just so quick.”

These early versions are included on a new expanded reissue of Flowers in the Dirt. While managing to pack an impressive array of rarities and special features, the acoustic duets with Costello form the centerpiece of the collection. “Because they’re demos, you never really do much with them,” McCartney, 74, explains. “You just carry on as normal, making the album and doing the songs a bit differently. But having put the demos to one side for a while, I suddenly thought, ‘I wonder how those sound?’ So I dug them up and was really pleased with them.” More than a fascinating insight into the working relationship between two musical giants, the tapes stand on their own as truly electrifying performances.

As Flowers in the Dirt is reintroduced to a new generation of fans, PEOPLE looks back at all the songs created during McCartney and Costello’s brief but prolific partnership.

1. “Back on My Feet” (B-side to “Once Upon a Long Ago” by Paul McCartney, 1987)

Fans first sampled this new writing collaboration in November 1987, when “Back on My Feet” was issued as the B-side to McCartney’s “Once Upon a Long Ago”—a dramatic slow burner once intended as a duet with Freddie Mercury. According to Costello, McCartney wrote the majority of “Back on My Feet” before the partnership began. “I took a train down to his studio near Rye and we just went to work,” he later told MOJO of the first sessions. “We brought bits and pieces of songs we had been working on that weren’t quite complete. He had one called ‘Back on My Feet’ that was pretty much written. I just sort of made a couple of suggestions, if that’s not too absurd an idea!”

Written about “a holy fool or hapless vagabond whom people either pity or pass by,” Costello massaged the words to read more like the quick cuts of a movie script, a technique he used to great effect in his own “Watching the Detectives” and others. “I added just a few details to the lyrics, mostly cinematic directions to change the point of view, and a countermelody, in which the words of an unsympathetic chorus of onlookers could be heard,” he explained in his 2015 memoir, Unfaithful Music and Disappearing Ink. The detailed lyrics, boasting complex internal rhyming schemes, would become hallmarks of their musical union.

For Costello, an enormous admirer of McCartney’s work, holding the final product in his hand was a major milestone. “I remember getting a copy in the mail and staring at the writing credit on the label with something like disbelief.”

2. “Veronica” (Spike by Elvis Costello, 1989)

To kick off the writing sessions, both men arrived with semi-completed songs; McCartney with “Back on My Feet” and Costello with a track that was destined to become the most commercially successful of their partnership. “I thought, well I better not go unprepared, so I took a bit of a song I’d been working on that I thought he might like,” Costello says in the book that accompanies the Flowers in the Dirt box set. “My song was ‘Veronica,’ the first song that we worked on … and I think the fact that we did start with these gave us a bit of confidence.”

The lyrics were an affectionate tribute to Costello’s grandmother, Mabel Josephine Jackson (“Her Catholic confirmation name, Veronica, provided the very title of the song,” he explains in his memoir), whose memory had become ravaged by advanced stages of Alzheimer’s. “I wanted to write this song about an old person sitting there and appearing to be completely gone, but really coming and going and sometimes being completely lucid,” he said in a 1989 BBC documentary. “But [it’s] not a sentimental song. I wanted to be sort of defiant and happy, as if it was about a very young girl who was just starting out her life. Because sometimes when you talk to old people they shoot back to something that happened to them 30 years ago that was very important to them, and then they shoot forward again. Sometimes it’s quite magical, and sometimes it’s quite frightening. I really took a lot of it from when I was talking to my grandmother. We went to visit her in the last few years of her life. So it’s like a love song for her, but written as if it was about a young girl. And therefore the pop music bears that up.”

The melancholy of the lyrics mixed with the bouncy tempo and nearly inappropriately joyous melody were a potent brew. McCartney contributed to the song’s dream-like bridge, in which Veronica “picks upon the bones of last week’s news”— echoes of his equally wistful character, Eleanor Rigby, who “picks up the rice in the church” after weddings. “It was pretty much written, but there were a couple of key things that he suggested that made it better,” Costello told MOJO in 2011.

Costello’s deeply personal connection to the song all but guaranteed him recording rights, but McCartney agreed to play bass on the track. He arrived at London’s AIR Studios “toting his own case like a real session man, and played a couple of beautiful bass parts in just a handful of takes.” Initially included on Costello’s album Spike in February 1989, the song was released as a single shortly after. Bolstered by a striking music video, it rose to No. 19—becoming Costello’s only Top 20 hit in the United States to date.

3. “Pads, Paws and Claws” (Spike, 1989)

Taking its title from a vintage children’s book about large cats that Costello purchased in an antique store, “Pads Paws and Claws” was little more than a blues riff with amusing lyrics when he brought it to McCartney to workshop. “Mr. McCartney said, ‘Well that’s all very well, ‘Pads Paws Claws,’ that’s a catchy sort of hook, but it doesn’t really explain anywhere what it means by that. It’s just cute sounding,” Costello remembered a 1989 BBC documentary. To remedy the matter, McCartney encouraged him to compose a bridge that not only explained the title, but also injected some variation into the tune before monotony set in.

The song surfaced as an album cut on Spike. “It suited me more,” Costello says in the Flowers in the Dirt box set notes. “In the end, Paul didn’t end up recording it, even though he sounded really good singing it.”

4. “…This Town…” (Spike, 1989)

While not technically a collaboration, McCartney played his Rickenbacker bass on Spike’s opener alongside fellow ‘60s legend Roger McGuinn of the Byrds, who pulled out his own trademark Rickenbacker 12-string.

5. “My Brave Face” (Flowers in the Dirt, 1989)

Having polished off a handful of each other’s songs, the pair turned their sights to their first full-scale collaboration. “We started writing songs from the ground up that neither of us had any pre-conceptions about,” McCartney told the fan magazine Club Sandwich in 1989. “There was a nice kind of equal collaboration on it. We’d just sort of throw words about and stuff and where I thought he was getting maybe a bit too cryptic, I’d just say ‘I don’t like that, we should go a bit further here, or we should maybe take it there,’ and it was nice. If he spotted an idea he liked then we’d go that way, or similarly with me.”

Slowly, “My Brave Face” began to take shape; it’s buoyant melody betraying the desperation of the lyrics. Costello, a loyal Fab Four fanatic since youth, couldn’t help but nudge his partner towards his musical past, and the results were becoming decidedly more “Beatle-esque” (already a cliché) than McCartney might have originally liked. “Paul had done almost everything he could to avoid references to the musical language he’d used in the Beatles,” Costello recalled in the Flowers in the Dirt notes. “From Wings onwards, it’s a different sort of harmony he uses, he used different kinds of rhythms. He never really went back to that combo, what I call the Mersey harmony. He just never did it again.”

Retracing one’s steps is boring for any artist, but McCartney appreciated Costello’s passion for the sound. “Elvis or younger guys will remember the Beatles’ stuff and if they love it. It’s great to see someone love it rather than slag it off,” he said in Put It There, a 1989 documentary on the album’s creation. “If anyone’s allowed to do it, it’s gotta be me.”

Some of the similarities were unavoidable. “Given our vocal registers, it was inevitable that I would end up harmonizing below Paul, which made a couple of tunes sound like they were trying to be Lennon/McCartney songs,” Costello admitted in his memoir. But he did make a point to inquire about McCartney’s trademark Hofner bass, which had played crucial role in the Beatles’ sonic blend. Unused for decades, Costello persuaded him to take it out of retirement and turn it up. “The neck wasn’t exactly straight, but when he plugged it in and started to fly around the fret-board, Paul sounded utterly like himself on that instrument. It was used for the rest of the sessions.”

“My Brave Face” became the lead single from Flowers in the Dirt, reaching No. 25 on the U.S. charts. More importantly, it set the standard for the fresh partnership. “In a small way it reminded me of working with John, which was obviously a good thing,” McCartney said in the Flowers in the Dirt notes. “It’s something I can’t have, and it’s something that was the formative aspect of my songwriting history. And that’s impossible to replicate, I can’t go back to the 16-year-old me and do it all again… But with Elvis it was a new thing. Having said that, there were similarities—he’s got a bit of Lennon in him.”

F:PHOTOReady RoomActionsInsert Request47352#Steve Martin steve@nastylittleman.com2494_34.tif
Linda McCartney

6. “You Want Her Too” (Flowers in the Dirt, 1989)

Having famously competed with Michael Jackson for a woman’s affections in 1982’s “The Girl Is Mine,” this cut from Flowers in the Dirt is essentially round two, McCartney vs. Costello. The men trade lines (or, in some cases, barbs), contrasting McCartney’s earnest sweetness with Costello’s cynicism and caustic insults. It was a role McCartney was used to playing opposite John Lennon (see 1967’s “Getting Better”) and the similarity made him wonder if Costello was getting a little too close to the mark. “The resemblance to John once or twice got a bit embarrassing,” McCartney said in Put It There. “There are a couple tracks on the album where I’d sing a sweet line and find Elvis doing the sarcastic line, very much line John and I used to do.”

McCartney toyed with singing both vocal parts himself, and even experimented with swapping characters.“You get all the snarky lines and I get all the nice lines!” Costello recalls him lamenting. Ultimately, they slipped into their more familiar roles. Even off the microphone, the comparisons to Lennon—another headstrong, highly literate Liverpudlian in horned-rimmed glasses—seemed difficult to ignore. “We used the same process that John and I used to do,” McCartney admits in the box set notes. “Elvis is great, but he’s not John. Having said that, he was really good to work with. We sat down opposite each other, which is how I used to sit with John. We sat down, two acoustic guitars, and he’s right-handed and I’m left-handed so it would look like a mirror image. There were a lot of reminders of working with John.”

7. “Don’t Be Careless Love” (Flowers in the Dirt, 1989)

Treasured by Costello for being “one of the most beautiful melodies that Paul brought to our writing sessions” as well as “probably the weirdest song we’d written together,” early versions of the tune harkened back to the delicate folk-pop ballads McCartney had written for friends Peter & Gordon more than two decades before (check “A World Without Love,” “Nobody I Know,” and “I Don’t Want to See You Again”). Though their voices sound harmonious, Costello admits that the song took shape in the midst of a tiff. “We’d sort of had a bit of a disagreement about the way another track should go and he said, ‘Let’s leave it for a minute and I’ll just do some singing,’” he told MOJO. “He went in, put the headphones on and sang that. I was like, ‘Oh… I’ll just shut up about what I think the other song should be like.’ I can’t compete with that.”

8. “That Day Is Done” (Flowers in the Dirt, 1989)

“It was the unhappy sequel to ‘Veronica,’” wrote Costello of “That Day Is Done,” a heart-wrenching sendoff to his beloved grandmother. “Over the time that Paul and I had been working together, my Nana’s condition had become fairly wretched. There was little more to do than anticipate the end. I thought a lot about the pageant of her farewell…It was a fear better sung out than held inside.”

In its early form, it was less a song than a collection of images and potent emotions. “Quite often when you’re writing a song about something personal, what it means to you can sometimes get in the way of what it can possibly mean to somebody else. It needed a release,” he told MOJO. It was McCartney who provided the piece with some structure and a chorus—the song’s resolute title, sung in triplicate with a varied cadence, designed to wring every trace of sentiment from the simple words. “It was sort of like a moment, like ‘Let It Be,’ the creation of a semi-secular gospel song. It was quite shocking when he did that bit. Then you realize that’s what he does. Then he sung the hell out of it. That’s him, really.”

The lyrics complete, they embroidered the demo with a horn arrangement to create the effect of “jazz funeral” straight from the heart of Louisiana. “We kept the piano and vocal and added some Hovis brass to give it a New Orleans marching band feel,” McCartney told Club Sandwich in 1989. “I said to Elvis, ‘Oh yeah, I get it, New Orleans funeral music. House is finished, right?’ It’s turned out a nice track set against every-thing else on the album.” Now a mainstay in Costello’s concert setlist, he released a version on 2000’s The Fairfield Four and Friends: Live From Mountain Stage.

9. “So Like Candy” (Mighty Like a Rose, 1991)

Missing the cut for both Spike and Flowers in the Dirt, Costello included the song on his next album, 1991’s Mighty Like a Rose. Though it failed to chart when released as a single, its commercial disappointment failed to dampen Costello’s ardor for the mournful, minor key lament. He continues to perform it live.

10. “Playboy to a Man” (Mighty Like a Rose, 1991)

Too often maligned as the sweet to Lennon’s sour, McCartney has gone to great lengths in recent years to assert his rough edge, reminding fans he was the force behind such larynx-shredders as “Helter Skelter” and “I’m Down.” Even so, the delicious nastiness in “Playboy to a Man” has the fingerprints of Costello, one rock’s most ardent—and hilarious—misanthropes. Drawing from the same sympathetic proto-feminist well as McCartney’s 1979 B-side, “Daytime Nighttime Suffering,” the younger musician doles out significantly harsher lyrical punishment. “You’re pretty cold you end as you start / When your facade isn’t falling apart / So now you’re standing in your underwear / Well now you know just how it feels for her,” he snarls.

Sean Dempsey/AP

11. “Mistress and Maid” (Off the Ground, 1993)

Believed to be the result of additional post-Flowers in the Dirt writing sessions that took place in the summer of 1991, “Mistress and Maid” is an imperial bedroom drama, complete with courtly horns that lend a touch of Sgt. Pepper-era pomp to McCartney’s 1993 offering, Off the Ground. “’Mistress and Maid’ was begun after Paul brought in a postcard of the Vermeer painting that he’d found, saying, ‘Let’s write this story,’” Costello recalled in his memoir. “The title of the image provoked the tale of a woman going quietly mad at the selfishness of her man.” In a cheeky move, McCartney and Costello performed the song together before royalty in 1995, as the scandal of Princess Diana and Prince Charles’ divorce was at its peak. “Henry VIII would have probably had your head for something like that,” Costello quipped.

12. “The Lovers That Never Were” (Off the Ground, 1993)

“One of the best songs that Paul and I wrote together was written at the piano,” Costello says in his memoir. “It was a sweeping, romantic tune that could almost have been an epic Bacharach ballad.” He’s referring to “The Lovers That Never Were,” a song that went through significant revision by the time it was released five years after its composition.

“I was playing the piano when Paul opened up behind me in a wild, distorted voice that was almost like the one he used on ‘I’m Down.’ I just kept staring down at my hands at the piano, saying to myself, Don’t mess this up, while trying to remember to chime in on the few lines that we’d agreed I’d sing.” McCartney’s incendiary vocal added a rawness to what otherwise might have been a straight torch ballad—similar to “It’s For You,” the smoldering waltz he wrote for Cilla Black in 1964.

When it was completed for Off the Ground, Costello was disappointed that the song’s rough edges were smoothed over in production. “Paul straightened it out in the studio and wanted it to go a different way, but the demo is, I’d say, one of the great vocal performances of his solo career,” he proclaimed in MOJO.

13. “Shallow Grave” (All This Useless Beauty, 1996)

Cut from the same cloth as “Pads, Paws and Claws,” this blues riff variation allowed Costello and McCartney to showcase their morbid side with lyrics like, “Bless the poor ‘cos like the rich / They all end up in a ditch / In this world of fools and knaves / Even good children got shallow graves.” The last of their collaborations to be released prior to the Flowers in the Dirt boxed set, it was included in Costello’s 1996 album, All This Useless Beauty.

14. “Twenty Fine Fingers” (unreleased until 2017)

In the summer of 1987, McCartney tested out his new studio band by running through some of the ‘50s rock ‘n’ roll standards that had been a formative influence on his own style. Among them “Twenty Flight Rock” by Eddie Cochran, which McCartney had played to impress a young John Lennon on their first meeting exactly 30 years before. The best results—including his Beatles audition piece—saw release on the album Back in the USSR, released exclusively in the Soviet Union.

The rock ‘n’ roll sessions were clearly still on McCartney’s mind by the time he teamed up with Costello that autumn. Taking Cochran’s swagger and marrying it with the equally influential harmonies of the Everly Brothers, the pair created “Twenty Fine Fingers,” a rollicking tongue twister that launched forward at break-neck speed.

F:PHOTOReady RoomActionsInsert Request47352#Steve Martin steve@nastylittleman.com2733_28.tif

15. “Tommy’s Coming Home” (unreleased until 2017)

A character study in the vein of “Mistress and Maid,” Costello described the song in his memoir as “an unsentimental little tale written about a soldier who is briefly mourned before his widow is seduced in a train compartment.” Given that “sentimental” is a word usually (and not always accurately) associated with McCartney, many would be quick to chalk this up to a Costello-led composition, but the man himself denies it. “Paul made the first musical statement,” Costello told the Washington Post this year. “Often we exchanged the role as we were doing it because it wasn’t considered. All these theories, they don’t exist because of who I am. They exist because of who he is and all these associations that people want to read into. None of that was any part of writing any of these songs.”

16. “I Don’t Want to Confess” (unreleased until 2017)

The most obscure of the songs co-written together, “I Don’t Want To Confess” saw the light of day as a download-only track on the Flowers in the Dirt box set, and also on a special edition demo cassette produced in honor of Record Store Day 2017.

For more on Paul McCartney’s fascinating memories of recording 1989’s Flowers in the Dirt, pick up the latest issue of PEOPLE, on newsstands everywhere.

Related Articles