Lesley Gore's brother Michael Gore was the musical supervisor on Fame and responsible for coming up with the songs for the movie. He wrote this song with Dean Pitchford, a stage and commercial actor with a degree in English literature from Yale. Speaking with Songfacts about this song in a 2012 Pitchford said it took about a month to write. "That was excruciating, because it was very tough to navigate," he said. "You know, the idea of fame is such a pumped up, almost self-congratulatory notion, like, I'm going to be famous.

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