The song was written by keyboardist Jonathan Cain, guitarist Neal Schon and singer Steve Perry while the band was writing and rehearsing new material for the album “Escape” in an Oakland warehouse Schon had bought from a member of Sly and the Family Stone. One day, Cain came in with a chorus melody and the lyric, “Don’t stop believin.’ ”
“The phrase came from my father,” Cain says. “I had a tough time trying to get down the road in the music business, and he used to tell me that stuff, ‘Don’t stop believing’ and, ‘Stick to your guns.’ ”
From there, Perry mostly dictated the structure.
“He worked backwards,” Cain says. “He said, ‘You need to start this thing like it’s going somewhere. Give me some rolling piano.’ So I started playing. Then I think Neal came up with the bass line. Steve scat on that.”
Schon then added his urgent, 16th-note arpeggiated guitar riff, played on a Les Paul, after Perry suggested he needed to sound like “a train.”
The next day, Cain went over to Perry’s house, and the two wrote the full lyrics about a “small-town girl” and a “city boy.” The line about taking a “midnight train going anywhere” was a reference to Gladys Knight’s “Midnight Train to Georgia,” while the lyric, “Strangers waiting/Up and down the boulevard” was pulled from Cain’s time living in LA in the early 1970s.
“My brother and I used go down Sunset Boulevard on a Friday night, and it was like a zoo, all those people cruising,” he says. “I never knew where they all came from or what they wanted.”
The song’s structure is unconventional, in that it builds slowly and has the chorus at the end of the song.
“To this day, even my [current] producer Kevin Shirley says it’s the oddest arrangement ever,” Schon says. “So I think, maybe that’s why it’s so big. It’s a bit unpredictable.”
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