For Lady Gaga, The A Star Is Born Soundtrack Is a Family Affair and Sonic Journey Down Memory Lane

The soundtrack's behind-the-scenes collaborators Jason Isbell, Julia Michaels, Diane Warren & more open up about working with the pop star and director Bradley Cooper on the already-timeless No. 1 album.

With her debut leading role as the lounge singer-turned pop star Ally in A Star Is Born, budding thespian-turned-film heroine Lady Gaga expertly lands the oft-attempted transition from musician to actor with serious aplomb. The 32-year-old talent, who has previously featured in American Horror Story and made a cameo inThe Sopranos pre-fame, is finally a leading lady after director/co-star Bradley Cooper hand-picked her to lead his valiant, heart-filled re-make of the classic Hollywood tale. The film’s fourth iteration is fast becoming a cultural phenomenon, earning Oscar buzz and praise from stars like Sean Penn, Katy Perry, Kim Kardashian, and Cher.

A decade into her career as one of music’s most famous pop stars, Gaga fully committed herself to the crossover role. It’s easy to forget that the all-natural girl-next-door lead in the picture is the same as the high-fashion, meat dress-sporting red carpet star of years past. Still, her musicianship and vocal prowess are on full display throughout. In the first (and most ubiquitous) Cooper-Gaga duet “Shallow,” played out in the trailer, a shy-yet-euphoric Gaga croons of jumping head-first into love, fame, and opportunity. It’s clear in that moment that the message applies not just to Ally, but also to Gaga herself—with a Best Actress Academy Award nomination quite likely in her future. “I’m off the deep end, watch as I dive in, I'll never meet the ground,” she sings, her wide-open belt soaring, limitless. “Crash through the surface, where they can't hurt us, we’re far from the shallow now.” The power ballad, like Gaga’s grief-stricken torch song “I’ll Never Love Again,” which closes out the blockbuster, are standout moments in a film that is chock full of hits.

The soundtrack, which released on October 5, is having a moment all of its own: the LP is Gaga’s fifth (and Cooper’s first) number one album. (It's already held the title for three weeks.) Spanning genres from jazz and country to rock and pop, the eclectic set embodies Gaga’s own career trajectory, from her early years as a pop underdog, to her Cheek To Cheek era opposite Tony Bennett (see: her jaw-dropping rendition of “La Vie En Rose”), to her pink cowboy hat-wielding Joanne epoch.

For much of the songwriting on the record, Gaga, Cooper, and co. aimed to craft a batch of songs that weren’t created in a vacuum for a major motion picture musical, but felt real, all guts, heart, and glory—which is what makes A Star Is Born so successful. What might have appeared formulaic or contrived if done by stars less chameleonic and down-to-earth than Cooper and Gaga, instead feels pure, alive, and mystifying.

Part of that power comes from the crop of songwriters and producers Gaga and Cooper called on to help create the mighty score, which includes many of her past collaborators—from her “Million Reasons” co-writer Hillary Lindsey to her “’Til It Happens To You” partner-in-advocacy Diane Warren—as well as a bevy of top-tier songwriting and producing talent including songwriter-turned-pop star Julia Michaels and country star Jason Isbell. The album was even co-produced by Willie Nelson’s son Lukas Nelson, whose band Promise of the Real serves as the backing band for Cooper’s character Jackson Maine in the film, inspired by a mélange of country-rock stars including Neil Young.

Below, BAAZAR.com caught up with some of the soundtrack’s behind-the-scenes collaborators to get a fly-on-the-wall lens into the writing and recording process for the already-timeless soundtrack.

Diane Warren

The legendary pop songwriter—whose stacked list of hits includes LeAnn Rimes’ “How Do I Live?” Celine Dion’s “Because You Love Me,” and Toni Braxton’s “Unbreak My Heart”—first collaborated with Gaga on the Oscar-nominated sexual assault anthem “’Til It Happens To You,” written for the 2015 documentary The Hunting Ground.

Soundtrack cut: “Why Did You Do That?”

It’s one of the few times I have written to a track. Gaga was determined to get me out of my comfort zone and she did but it was a lot of fun. I’m usually in my room writing by myself. And she sang it beautifully. We were just trying to write a cool and fun Gaga song. We were going for a bit of a retro/modern feel.

"Gaga is a true artist. I love her both as an artist and as a person. She is one of the hardest working people I know. I hope that they are moved by this movie and the soundtrack. I thought that the music really worked whether to make you feel deep emotion or simply to have fun.

Dave Cobb

Bradley Cooper poached the legendary Nashville producer (Chris Stapleton, Sturgill Simpson, Zac Brown) to help lead his character Jackson Maine’s sound in the film.The two-time Grammy winner eventually flew to LA with a team of elite Nashville songwriters for a writing retreat with Cooper and Gaga.

Soundtrack cut: "Always Remember Us This Way.”

Bradley [Cooper] heard some records that I had done and wanted to talk about his character. He’s an amalgamation of all of the great country artists. He wanted it to be an honest music character. When I first went out there to meet him, I played him Jason Isbell and he just lit up—that was exactly lyrically what he was looking for, and I was able to connect those two.

Jason had written the song “Maybe It’s Time” for the film. When they heard it, both he and Lady Gaga were just freaking out, blown away by the lyrics, just floored by the quality of songwriting. That sparked a lot in the film for his music. We had songwriters Natalie Hemby, Hillary Lindsey, Aaron Raitiere, and Lori McKenna all fly out to Los Angeles when we were recording in the studio and to see them create magic out of thin air was unbelievable. I remember Lady Gaga saying Nashville songwriters are the best.

“Always Remember Us This Way” was written on the spot. The moment it was written, we cut it in the studio, and I just remember the writers were singing background and Stefani [Germanotta, AKA Lady Gaga] was singing live, just belting it. It was pure magic when that went down and you can hear it in the film—the energy and the excitement that was happening. It’s amazing to hear that kind of voice come through headphones. She has massive talent, a massive voice, and the vocals are just effortless. There’s very few people who can pull that off.

Jason Isbell

Bradley Cooper “lit up” upon hearing Isbell’s unique blend of Americana folk/rock—the perfect fit for his Jackson Maine character. Isbell is a four-time Grammy winner, including two Best Americana Album trophies.

Soundtrack cut: "Maybe It's Time"

I was recording an album in Nashville with Dave Cobb when he asked me if I would write a song for [A Star Is Born]. I said, well, I’m going to have to see the screenplay or see if it’s any good [laughs]. So Dave got me a copy of that and put me in touch with Bradley and we talked about the character and what he was looking for and I wrote the song from there. All the real guidelines I had were self-imposed. They wanted a real song, that his character would really sing. For me to do that, I had to write a song that I would sing myself, so there’s a lot of me as a songwriter and performer in that song. At the same time I was also trying to bear in mind this idea of salvation and redemption throughout the story and the movie, how that’s something that comes from within an individual. That’s what the song deals with more than anything else—whether you reach the point of redemption or not is wholly determined on your own willingness to work. If you’re going to change, it has to come from within.

Bradley seemed nervous about his demo. I didn’t realize that he was just holding the phone, staring at the screen waiting for my reply. I was on a flight so I got his demo and listened to it on the plane, but he didn’t hear back from me for a few hours. Had I known, I would have listened to it and boarded in the last group, but he did a good job! It was unnerving for me also because the songs all mean a lot to you, so when I hit that play button, I was thinking, ok this is all or nothing—either it’s going to be great and I’m going to be fine with it, or I’m about to have a really hard day. He did a great job, I was shocked! I think he probably sang it better than a lot of people in Nashville who do it for a living.

Hillary Lindsey

The Nashville powerhouse songwriter—whose past credits include Carrie Underwood’s “Jesus Take The Wheel,” Faith Hill’s “Stronger,” and Little Big Town’s “Sober” — collaborated with Gaga for much of the pop star’s country-tinged 2017 LP Joanne, co-writing“Million Reasons,” “A-YO,” and “Grigio Girls.”

Soundtrack cuts: "Always Remember Us This Way” and "I'll Never Love Again”

Knowing that Gaga and Bradley Cooper were doing this project together was more than enough to get me excited about trying to write a song for the soundtrack. Gaga and I worked together on her last record Joanne and that was such an amazing experience, but this was equally amazing. She is such a force. It was so wild to work with her on this project because as we were all writing she wasn’t Gaga/Stefani anymore; she was Ally. She had completely taken on the character. We would be in the middle of a song and she would start crying, as Ally, not as herself. You could feel the heartbreak in the room. She was living in the hurt and ache of Ally losing the love of her life. We all just wanted to hug her. She was so broken up and in so much raw pain. It was beautiful to experience the true art and craft of an actress that took on her role so wholeheartedly.

It was hard enough to believe we were all sitting in the room with Lady Gaga, but then Bradley Cooper walks in. I don’t really remember exactly what happened because I was a bit beside myself. I do remember him sitting down behind the drum set and jamming out, just as if he had always been a musician. We might as well have been in Nashville with a bunch of songwriters just hanging out. Funny how he could make us all feel that way. I’ve always respected him as an actor and now I’m blown away by his directing. I was an emotional wreck watching the movie — a ball of nerves. He put so much humanity into this film. It was absolutely beautifully heartbreaking, and I felt it every second.

Julia Michaels

The songwriting titan — whose credits include Selena Gomez’s “Bad Liar,” Hailee Steinfeld’s “Love Myself,” and Justin Bieber “Friends” — rose to fame as a pop star in her own right following the release of her breakthrough solo hit “Issues,” which nabbed her Grammy nominations for Best New Artist and Song of the Year earlier this year.

Soundtrack cut: "Heal Me"

I think Gaga’s team got in contact with ours, but I’m not entirely sure. We were just sort of writing to write one day and ended up writing “Heal Me.” I remember she pulled out a typewriter and wrote on that. It was probably the first time I had ever seen that before. Pretty cool.

I love Judy Garland and that was my favorite A Star Is Born movie, so I’m super excited to see Bradley’s take on it and see it modernized. The most rewarding part is that the song is in A Star Is Born! Hopefully people love it.

Nick Monson

The Los Angeles-based songwriter/producer crossed over to the mainstream thanks to his work on Gaga’s gutsy 2013 LP ARTPOP, including lead single “Applause,” “Venus,” “MANiCURE,” and more. He has since racked up an impressive resume, composing for artists including Britney Spears, Selena Gomez, and Nick Jonas. In 2017, he reunited with Gaga for her one-off single “The Cure.”

Soundtrack cuts: "Look What I Found," "Heal Me,” “I Don’t Know What Love Is,” “Is That Alright?” “Why Did You Do That?” “Hair Body Face,” and “Before I Cry.”

It was early March 2017 when I first got the call for the A Star Is Born sessions. I didn’t know what I would be working on, just that Gaga wanted to write and for me to bring my guitar. Lyrically, she was absolutely into her character and even when she was recording vocals, she might discard a take because she felt like Ally wouldn’t sing it like that. I’ve worked with Gaga for almost seven years now and we’ve made a lot of songs together, covering a big spectrum of territory sound-wise. It’s always been pretty similar when it comes down to creating with her. It’s a lot of improvisation, and as one of her producers, I have to be able to switch on a dime and go in whatever direction she’s feeling, and quickly, because her ideas come to her so fast.

We were wrapping up the album, we had a song out to mix, a mastering date, and we wanted to add strings to “I Don’t Know What Love Is.” We had worked on the string arrangement off and on the week prior, and it had gotten to a place where everybody loved it. We got to East West studios and Gaga decided an hour before the downbeat to not only double the string players, but to also create a string arrangement to the song “Before I Cry.” Gaga, producer Mark Nilan, and I were in another room programming the strings, Mark was writing the notation out with pencil and eraser, and management was sorting out more string players. Somehow, it came together and less than an hour later I was watching a full string section play. The fact that we even tried to do that is what inspires me most about Gaga. Also, the fact that it all came together is also what inspires me most about Gaga.

Brian Newman

The New York singer, trumpeter and jazz musician first met Lady Gaga at Lower East Side institution St. Jerome’s, a whisky soaked dive bar, when the singer—who he called “Stef”was a “go-go dancer, DJ, and party promoter” trying to make it as a pop star. (Her parents used to sell her merch at local DIY shows). The duo stayed in touch, with Newman serving as bandleader for her Tony Bennett collaborative album Cheek To Cheek and their ensuing joint tour, which included a regular rendition of jazz standard “La Vie En Rose.”

Soundtrack cut: "La Vie En Rose," a studio version he produced for the film

The most rewarding part of any experience with Gaga is the level of commitment she has for her craft. The same way the boys and I put everything into what we do, she goes 100 times harder. It constantly pushes me to be a better person and a better musician. I hope that what people take away from this film is that they see how dedicated she is and how much effort and energy she puts into every single detail while also making everyone feel comfortable and able to be themselves.

Having worked together over the past 11-12 years after meeting in a small rock and roll bar in the Lower East Side, it all came together very easily. We also have played “La Vie En Rose” in small and large venues across the globe over the years, so it was a true pleasure to make this track for the film. She makes it easy for us to do our thing and when she starts singing it’s a thing of pure beauty. I can’t even describe what it feels like to record with her, but it's the real thing and everyone can feel the weight of what we’re doing.

In the beginning, we were just kids working at a rock bar, hanging out late and socializing. All while trying to make it in the entertainment industry. We would go to her shows a lot and her dad and mom would be collecting the money from the door. After she went to LA and made her first hit record, she was back in New York and she came to the Oak Room and the Plaza Hotel where we had a standing residency at the time. I asked her if she wanted to sing a tune and that was the beginning of a beautiful friendship musically that continues to grow and change. That's what I love so much about the relationship. We can make beautiful music, hang with our families or drink whiskey and get tattooed in the LES. Sometimes all at the same time. I’m constantly inspired by Gaga. She continues to be at the top of her game in everything she does, all while maintaining a high level of integrity and talent, while remembering where she came from and where else she wants to go. I think that is something that many people strive for but can’t always accomplish. It makes me proud to know her.

Mark Nilan Jr.

The Los Angeles-based songwriter/producer — whose credits include Zedd’s “True Colors” and Anne-Marie’s “Speak Your Mind” — met Gaga through his pal and main collaborator Paul Blair (AKA DJ WhiteShadow). The musician is part of a tight-knit group of songwriters/producers who work with the pop star regularly and even joined her on the road during her Joanne tour to write and record in a makeshift tour bus studio. He, too, worked on her single, "The Cure."

Soundtrack cuts: “Look What I Found," "Heal Me,” “I Don’t Know What Love Is,” “Is That Alright?” “Why Did You Do That?” “Hair Body Face,” and “Before I Cry”

I met Gaga through DJ White Shadow (Paul Blair) and he has worked with her for 10 years or so. About two and a half years ago, Paul asked if I’d come down to The Village studio in LA and do a session with Gaga and Diane Warren. We wrote a song called “Why Did You Do That?” which is one of the songs on the soundtrack. There were no real boundaries in the beginning. Bradley and LG locked down some time out at the studio here in LA and Paul and Nick Monson, who is another producer, the three of us teamed up on the project. We sat in the studio for a month straight and wrote a bunch of songs intended for the movie. Later on in the year, we outfitted a tour bus with a recording studio and went out on the road with her during her Joanne tour. Every night after her show, she would come over to the studio bus and we would sit and write a song and record it, drive on to the next city, and repeat. She was in front of 20,000 people screaming and going nuts, and towards the end of the show she would do “The Cure.” The three of us who wrote it with her would be standing in the crowd watching all of these people scream the lyrics and then we go sit in a quiet bus and say, "Okay let’s do some more of that." It’s literally the most comfortable songwriting group I’ve ever been a part of—the four of us just have become a little family which allows the creativity to seriously flow out. Nothing is withheld because you’re so comfortable around these people.

At the beginning of this summer, the film had come to a closer edit as far as what was going to be released. She had asked us guys and herself to get back into the studio and really fine tune the songs that she had chosen to be in the movie, and so before we started that process she rented out a movie theatre and brought us her and just a couple of close assistants and it was a very close-knit group of people, 10 of us tops, to go watch the movie. It was the first time I had seen it at this point, so I got to sit right next to her and watch her acting debut. I’m seriously finding out that it wasn’t just a bias feeling of, “Man, this movie is incredible,” because I was so much a part of it, but now hearing that everyone else feels the same way, it’s amazing. That night she got us all a bunch of sushi and we drank some wine and watched the movie and just cheered her on. She’s a star, always has been.

DJ White Shadow (aka Paul Blair)

The producer has been in Gaga’s orbit since 2011, producing nine tracks on her sophomore album Born This Way — including the title track, “The Edge of Glory,” and “Americano” — as well as 2013’s ARTPOP cuts “Applause” and “Do What U Want.” He also worked on “The Cure.”

Soundtrack cuts: "Look What I Found," "Heal Me,” “I Don’t Know What Love Is,” “Is That Alright?” “Why Did You Do That?” “Hair Body Face,” and “Before I Cry”

Initially, when we first started talking about the film, the story seemed interesting and LG’s excitement and enthusiasm for it was infectious. I immediately delved in, and after we got started, it seemed super natural and was so fun to work on. The tale of an artist on the rise to stardom is a common thread between LG and Ally. I think she drew upon that. We all drew upon the self doubt and struggle and second guessing and insecurities of an artist, which I think we share amongst ourselves and with the community as a whole. Bradley and LG worked rather closely together. We tried to keep things as authentic as possible, so we wrote songs independently from each other. Jackson’s songs are his and Ally’s are hers. It was awesome to see the lyrics become part of the dialogue in the film. Super weird and cool. I think that will get me until the day the man upstairs turns out my lights.

She is a lovely and kind human who continues to inspire me with her work ethic and bright soul. When we first started working together, we used to shoot pool on the Lower East Side. Just in a random bar. With our friends. By ourselves. That’s a little harder to do now. Besides that, I think we have had chemistry as artistic spirits since the first time we met. When you got it you got it.