Under the Milky Way – how a ‘beautiful accident’ of a song was born and became an anthem
The story behind the creation of an enduring classic
Smiths Lake is a languid tidal inlet on the Australian east coast, flanked by gentle slopes of thick, eucalypt rainforest. Since time immemorial, this has been Worimi Aboriginal Country. Across a mile of shallow sandbars, warm seawater flows, twice a day. An eternal planetary rhythm fills and empties the lake.
In daylight hours, pied oyster-catchers wade in search of molluscs. At night, glissando Australian insects buzz and marsupials wobble though the undergrowth. It’s far enough from Sydney to escape metropolitan light pollution. Out on the lake are a billion phosphorescent reflections. Look up. The sky is crowded with stars.
Smiths Lake is where The Church’s Under the Milky Way was written. Steve Kilbey and his then partner, Karin Jansson, were visiting his mother, who lived across from the inlet.
“There were birds and flowers and snakes,” said Kilbey, “she had a big deck you could sit on and see the sea.” After dinner, he snuck outside and smoked a joint. In a cabin in the backyard, he noodled on an old piano, “slightly out of tune. Old childhood toys of my brothers sat on top.”
Kilbey started with an A-minor chord with a bass note an octave down; “being stoned I could hear a world of possibilities in that chord.” From nowhere came a sequence. “Gee the second chord sounds good … on the bass note is a f…ing F-sharp!” The remaining chords fell into sequence seamlessly. “The whole thing may have taken a minute. My chord progression fell out of the sky.”
Jansson heard it and offered encouragement. On the porch, under stars, they sketched out words.
"I said, ‘what about “sometimes when this…” and she said, ‘yeah’ that’s good.’ She said, ‘what about “destination,"’ and I said ‘yeah … "Despite your destination."’ We agreed on the lyrics within about three minutes."
After that, Kilbey "didn’t think that much about it. After all, I wrote four or five songs a week. It was just one more.”
Inside the hit machine
A year later, in 1987, The Church were ensconced at The Complex in Los Angeles, making the album Starfish. Nine songs had been rehearsed intensively. Another track floated around that manager Mike Lembo wanted recorded. Kilbey had a demo of the song that would become Milky Way on his home eight-track recorder, with little more than bass and acoustic guitar parts. It hadn’t been brought to songwriting sessions because of their more democratic, experimental approach.
“[Producers] Waddy (Wachtel) and Greg (Lanyani) didn’t like it,” remembered Kilbey, “so they said ‘you can go and do that yourself in the little studio in the middle of The Complex.’”
Kilbey thought the track would end up on a solo project or collaboration. His fellow band members Marty Willson-Piper and Peter Koppes “weren’t that interested in it either,” Kilbey recalls, though drummer Richard Ploog liked it a lot. Kilbey’s demo, recalls Koppes, “walked out of the door as a simple cassette … to be manipulated by the most sophisticated piece of machinery in the house.”
One of The Complex’s technical whizzes (who went by the name Awesome Welles) loaded the song into a workstation called a Synclavier. An integrated synthesizer, sampler, and sequencer, the Synclavier was the “Rolls Royce” of music gear. It was outrageously expensive. The base system started at $150,000, before add-ons such as a $6,000 sampling card, $25,000 RAM, and $15,000 hard disk (with a then whopping capacity of 320Mb!).
The Synclavier revolutionised production at a time when megastars commanded large recording budgets and spent years in the studio. (One can hear it on Michael Jackson’s Thriller, Dire Straits’s Brothers in Arms, and Paul Simon’s Graceland.) With its sequencing power at their disposal, Kilbey and Welles “mapped out” the song.
“When it was returned to us,” remembers Willson-Piper, “they had constructed a skeleton that needed skin. It had sampled drums and cymbals, sequenced bass, and an odd backwards bagpipe solo in the instrumental section. But even in this form it had something magical about it.”
Session drummer Russ Kunkel was brought in to play the drum part, after Ploog struggled with the Synclavier’s sequencing. Vocals were added, and Willson-Piper and Koppes recorded multiple layers of guitars.
With overdubs wrapped, the song lurked in the background, the “black sheep” of the record, according to Kilbey. “Nobody really liked it that much. Not even me.”
Then Clive Davis (founder of Arista records), Lembo and Arista staff gathered at The Complex to hear Starfish in its entirety.
“We played them all our favourite tracks,” remembered Kilbey. “I thought Lost or Reptile could be singles, though I had a sinking feeling the album had no single.” Lembo and the Arista people “all nodded in agreement that this was a good album; they weren’t all that jazzed by it, but they certainly weren’t disappointed.”
Then, “through a patina of Californian pot smoke,” as Kilbey describes it, someone said, “Play ‘em Under the Milky Way.”
The song’s acoustic guitars started, and Kilbey’s voice crooned, “Sometimes when this place gets kind of empty.”
Then came bass, drums, synths – the song’s layers accumulating into strident choruses – followed by a wild instrumental. At its conclusion, “the room was silent,” says Kilbey.
"Our manager had a very strange look in his eye … ‘I think we can get this song on the radio,’ he said. It was as if you could see the dollar signs in his eyes."
Davis simply said, “That song is a hit.”
"And then, each guy from each department at Arista shook my hand like I had just won the lottery… They said, ‘We’ll make this a hit!’ The last guy out the door was a young A&R guy I knew, and I said to him ‘Is it really going to be a hit?’ And he said, ‘It will be now those guys have agreed it’s going to be a hit.’"
The urban night
Music lives and breathes within the spaces of its listening. For centuries, architects designed concert halls to improve orchestral acoustics, cathedrals to wrap choral voices in heavenly reverb. The booming bass and wild echoes of dub reggae were tailored for open-air Jamaican sound systems. Jazz can sound great on record, but in a club, with bodies in close proximity, the very same performance can be unforgettable.
It’s worth thinking about the album Starfish in this light. Starfish was best listened to at night, in a dimly lit room. But 1988, the year it was released, was at the cusp of technological shifts in music. Vinyl record sales peaked that year and then fell from 1989 onward, never to return to dominance. CDs were new, and cassettes commonplace. The age of Walkmans and Discmans had arisen. Many newcomers to The Church enjoyed Starfish through headphones while on a train or walking home at night. It was ideal for this: immersive and intimate music for the nocturnal urbane.
And on Starfish, no track sounded better through headphones than Under the Milky Way. Its chiming 12-string chords and hushed vocals instantly transformed wherever listeners happened to be. Part of the song’s charm is how it unsettles the senses by re-rendering seemingly familiar landscapes in strange light. Banal suburban streets, an economy class seat, or the view from the nighttime bus window are all poignant with Milky Way in one’s ears.
Because of this, when I listen to the song, I’m drawn to think less about starry skies than urban dramas unfolding under the Milky Way tonight. The parallel is with Edward Hopper’s impressionistic paintings of city apartments and diners at night, and their “imaginative transformation of the familiar,” in the words of art critic, Avis Berman. Within bedrooms and offices, train cars and bars, solitary figures ruminate on undisclosed matters. Personal upheavals are implied, but the details withheld.
In similar vein, Milky Way hints at drama but conceals vital clues. According to Kilbey, it was initially “kind of a jazz song … piano chords, smoky, I imagined myself sitting at the bar, everyone drinking, that was the place getting empty.”
Milky Way evoked a dislocated world of transits and transmissions, distance and desire. Its unsettling mix of emotions are what one senses in airport lounges and late-night hotel bars: a certain frisson but also oblique loneliness arising from the city’s fleeting encounters and multitude of temporarily intersecting, but anonymous, lives.
In conjuring such emotions, Milky Way also crystallised a popular culture fascination for the urban night. The most popular TV series at the time was Cheers – set in an evening downtown bar. It was the decade of countless erotic thrillers set at night in nameless condos. Musical confrères included Tom Waits’s Closing Time and Nighthawks at the Diner (the latter a literal referencing of the most famous Hopper painting); Sting’s Moon over Bourbon Street, and Iggy Pop’s Living on the Edge of the Night (on which Waddy Wachtel also played).
Under a starry sky, the lure of something unnameable – the tingle of itchy feet, the scent of curiosity – leads you somewhere “despite your destination”. Rather than a love song, or pining for love, the singer dwells with a “loveless fascination” as “their breath fades with the light.”
Milky Way combines the wistfulness of stargazing with the dissociations of urban life. Words touch emotions, but as with intimacy in the vast metropolis, cerebral meanings remain just out of grasp. It’s an alluring case of what Willson-Piper called “the subjects hidden in the shadows of Kilbey’s words.”
Kilbey repeatedly said in interviews that Milky Way “is not about anything.” Like all his songs, “it’s a blank, abstract canvas for people to lose themselves in.” Still, fans forever quizzed him about its meaning. “There’s no wrong – that’s the thing,” said Kilbey when interviewed about the song three decades later:
"If someone says, ‘To me, Under the Milky Way is about the death of my budgerigar, and that’s what gets me through,’ I go, ‘Okay, then that’s what it is.’ If someone says, ‘I think it means the Australian sky at night,’ I go, ‘Good on ya.’ If someone asks, ‘Is that about Milky Way Bar in Amsterdam where people smoke hash?’ I say, ‘Definitely.’
"Somewhere, a small voice inside me would say, ‘That isn’t what I had in mind when I was writing it,’ but songs are supposed to be open-ended invitations for you to create your own adventure."
A need, a gnawing longing
Several compositional nuances enhance the mystery of Milky Way. It’s one of the best examples of Kilbey’s voice – vulnerable, but with unique inflections – captured on record. Softly sung in a lower register, performing it live must have been difficult against the guitar amplifiers. But on record there is space to convey vocal texture.
Much of the song’s charm can be credited to its underlying chords – the piano noodlings that descended into Kilbey’s hands at Smiths Lake. They have been described as “questioning, dark, and mysterious — evocative of its starry night title.”
The three notes of the chorus melody “look-ing-for” (E, C, A) form an F-major-seventh arpeggio. “You know I always play F-major-seventh,” once quipped Kilbey, acknowledging its omnipresence.
It evokes what the French call tristesse (also the name of a Church song from the album Heyday): a sadness and melancholy, a gnawing longing. The song’s sense of seduction comes from a single fugitive note, that unexpected F-sharp. It’s played on bass, in the middle of each verse’s ponderous opening line, underneath prominent words: “Sometimes when this place gets kind of empty”; “And it’s some-thing quite peculiar.”
“That’s so important, that magic little F-sharp,” said Kilbey. “It makes all the difference in the world. It doesn’t do what you think it’s going to do. The F-sharp was there on the piano when I wrote it. When I hear it played on the piano, against the A-suspended-fourth, it doesn’t sound that radical, but when you transpose it to two different instruments, then for some reason the magic happens.”
It’s the kind of melancholy jazz note that a piano or fretless bass player might unearth – but one that scarcely registers with guitarists, being difficult to reach while playing an A-suspended-fourth chord at that point in the song. Here it adds an intoxicating allure – suggesting oblique angles and unusual vantage points.
“When it hits that F-sharp, it does something to people,” said Kilbey. “I can feel it up on stage. Strangely enough, I had never heard anyone else do it, up until then. You’d have thought all the intervals would have been used and everyone would have known them. It was just there on the piano when I wrote it. I got lucky with that.”
As for the backward bagpipe solo, there was a 16-bar middle section on Kilbey’s original demo, in which he stuck “these most obvious of chords,” intending to later add “something ambient or electronic … something really strange. It wasn’t gonna be a Church song after all.” Later, at The Complex, a “backwards African bagpipe” effect was inserted as a placeholder, using the Synclavier’s banks of sounds.
Koppes was then encouraged to create a solo using an e-bow – a gadget guitarists use to mimic the sound of a violin bow on strings – which he combined with wah-wah effects. The bagpipes were kept when the producers, band, and management listened back. Disruptive and bizarre, the bagpipes somehow fitted, suggesting circumstances that are twisted and tense. A production quirk gifted the song a memorable climax.
Koppes’s solo instead became the finale to the song (though fragments were retained in the middle-eight and can be heard, lower in the mix, beside the bagpipes). The song’s closing passage, he said, “had a few different takes that Waddy edited for the final compile.”
Waddy’s choice included another fugitive note “that was not supposed to be in the actual scale.” But it “was the correct note from the Dorian mode” partially occupying Kilbey’s chord progression. “Maybe therein is part of the magic underlying the song,” said Koppes, “a mercurial key change in there somewhere.”
In Wachtel’s view, “it came down to this mix where there were so many faders on it … Suddenly, the song became this beautiful piece of music … It really worked. It was captivating, haunting.”
An enduring classic
Under the Milky Way and Starfish were released simultaneously on February 15, 1988. It took a little while for the world to notice. The single was popular first in Australia, where the band had a following, and on US college radio stations. Momentum grew as Arista’s marketing went into overdrive. “No expense was spared to promote Starfish,” remembers Willson-Piper. This was, after all, “Clive’s signing.”
For Milky Way, a video allegedly costing US$100,000 was made. Filmed in an LA studio, “mirror balls glitter and the sidereal light show spreads bright diamonds over the band’s bemused faces” while, Willson-Piper recalls, “the director’s daughter roamed around New York with a picture frame.”
MTV placed it on high rotation. Then mainstream radio picked it up in the big US cities. Unlike the charts nowadays – in which singles and albums tend to peak in their debut week – it took Under the Milky Way nearly two months to enter the Billboard Hot 100, at no 91 on April 9. Only then did it steadily grow. The next week: 78. Then 70, 64, 56, 50, 43, 37. It peaked at 24 on June 18, also reaching no 2 on Billboard’s mainstream rock chart.
The song stayed on the charts for a total of four months. Widespread airplay in the US led to exposure in Europe and South America. There were similar chart trajectories in Australia, New Zealand, Italy, Germany, and Spain. Even the UK, a market notoriously difficult to crack, showed interest. “Everyone wanted The Church on their TV show all over the world,” said Ploog, “every country wanted us to come and play.” The Church finally had a hit.
Its success coincided with other Australian forays into global charts. In 1988, INXS had five US top ten singles from Kick. Icehouse had two US top 20 hits from Man of Colours, and Midnight Oil two from Diesel and Dust. In the UK, Kylie Minogue’s debut spawned four singles in the year-end top 20, including the highest-selling single of 1988. It was as close to an Australian invasion as there would ever be.
Yet musically, The Church had little in common with their Aussie compatriots. More influential was a surge of success among other “indie” bands. There is a widely held view that alternative music “broke through” to the mainstream in 1991, with the release of Nirvana’s Nevermind, and the onset of grunge. Actually, it was more of a building storm. And if a pivotal phase must be singled out, 1987–8 is a contender.
“A new world was opening up for bands of our ilk,” explained Willson-Piper, “and the alternative scene was beginning to take hold in America.” The Church were “much more in tune with our English contemporaries such as Echo and the Bunnymen and Psychedelic Furs – bands who were steeped in mood and mystery who had enigmatic lead singers.”
As a global aesthetic category of “alternative” loomed, a growing international audience tired of stadium rock leaned evermore left-of-center and embraced The Church as well.
“We had no idea at the time of how this song would single-handedly write us into the history books,” reflects Willson-Piper.
“Over the years, there’s been some revisionism over that song,” believes Kilbey. “Most people working on it at the time considered it the weakest song on the record; it was the public and Arista that made the damn thing such a hit.”
Some band members hated Milky Way for a while. If they played it early in a live set, fair-weather audiences scattered shortly thereafter. Kilbey objected to what he saw as undue affection for what was one among hundreds of his songs, a track that an overbearing production team had, in his view, rendered “flat, lifeless and sterile.”
For music critics and flash-in-the-pan fans, everything the band recorded afterward was compared against it. Nevertheless, it did open a new vein of music in their career – softer songs without raucous guitar solos, poignant impressions for late-night contemplation.
Shades reappear on Paradox and Swan Lake (from 1992’s Priest=Aura) and June (from 2003’s Forget Yourself). The song’s jazzy late night bar scene returned on Kilbey solo records and collaborations. On Keeper from 2001’s Dabble, the “Waitress with the short hair is stoned/She drifts amongst the tables,” while on Geneva 4am from Jack Frost (the wonderful 1991 collaboration with Grant McLennan from The Go-Betweens), “air hostesses are drinking at the bar/ I heard somebody say, I wish I was in America.”
Eventually, Milky Way seeped into the collective consciousness, becoming a standard. Janine Israel, revisiting it in 2014 for The Guardian, described it as “a song that feels as though it has always existed.”
“It’s a song that has its own life,” says Willson-Piper. “It’s bigger than the band, a song that people who don’t even know the band, know.” Steeped by nostalgia, it became one of those songs people say marked an era.
In Australia especially, Milky Way became canonical – an unofficial “alternative” national anthem (implying the southern cross constellation on the national flag), alongside Wide Open Road by The Triffids and Cattle and Cane by The Go-Betweens.
The band were asked to perform it at the 2006 Melbourne Commonwealth Games Opening Ceremony, and in a 2008 national newspaper poll, Milky Way was voted the best song of the past 20 years (receiving twice the votes of the second-place entry).
“It’s a song for all seasons and a song for all occasions,” says Kilbey. “I got lucky. I wrote one of those. The Beatles wrote a lot more.”
“Brides continue to walk down the aisle to it,” observed Israel, “The dying request it at their funerals … Kilbey has lost count of the number of people who’ve told him they lost their virginity to it.”
He has also lost count of the cover versions. The fan website Shadow Cabinet lists all known covers of Church songs; three-quarters are of Milky Way. They include versions by The Killers, Sia, Josh Pyke, Grant-Lee Phillips, and Say Lou Lou (a duo formed by Kilbey and Jansson’s twin daughters, Miranda and Elektra).
“It does confirm my belief that one of the greatest tools when I write is ambiguity,” says Kilbey. “The Killers and Tim Minchin can do a version and Jimmy Little, a guy from a completely different age group and culture, can do a version.”
Following Little’s cover, it also became an Aboriginal campfire classic and companion to First Nations astronomy, in which the Milky Way and its constellations are spirit beings guiding the way to distant places. Kids in American inner-city public schools sing it in choir.
On YouTube, there are endless amateur covers. “Blow me down with a feather,” says Kilbey, “but everyone and their grandma’s hyaena has done a version! They get the f…ing words wrong,” he jibes, and “they almost always get the chords wrong, they leave out bits.” But “who f…ing cares, It’s that kinda song!”
A beautiful accident, “Milky Way changed everything in our lives,” concluded Kilbey. It propelled their career into an enduring second phase with greater musical confidence.
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