top of page

Having dominated the global pop charts from the mid '80s, through to the early '90s, legendary hitmakers Stock, Aitken & Waterman sold over 150 million records, and their (still) instantly identifiable songs provided vehicles for a variety of (now) iconic acts – including, of course, Mel & Kim! 

In the years that have followed the powerhouse production team's incredible success, Matt Aitken has remained relatively inaccessible to the public, and he has never given an in-depth interview dedicated to one particular act that he worked with - which made it even more of a thrill when he agreed to talk with us!

Here, Matt discusses the creative process behind EVERY track 'SAW' created for Mel & Kim, and shares why he, Mike Stock and Pete Waterman had to "rewrite [their] own rulebook" when working with a duo who he believes, "could have taken the world".

Hi Matt. As huge fans of your music, it’s a thrill to talk with you. 

That's kind. Thank you.


Your music has influenced countless people, but who were your musical influences, growing up?

Ohh (laughs). Well, I started getting involved in ‘pop music’ when I was about 7 or 8. I mean, it was always there, but the turning point was when I got a transistor radio of my own, with an ear piece, and I’d go to bed at night and tune into Radio Luxemburg... Suddenly, this [pop music] was my world now! So it was general pop music, probably, until I got to the age of, about, 13 or 14, when I was suddenly swept up in The Trojan Explosion in about 71/72 - it had actually happened before that, but it had gathered this critical mass... and I really loved reggae. That was the first time that I thought I’d found something that was mine, you know? Something that was different, that other people weren’t really necessarily listening to, and something I really liked. As I got older, I got into playing the guitar and I started listening to what was classified as ‘heavy rock' - the Led Zeppelin’s and the Deep Purple’s of this world - and, from there, I mutated into Yes and ELP, because I played keyboards as well, you see? So that was more complex... more exploratory, I suppose. Then, as a player, I went through all sorts of weird, avant-garde extravagancies (laughs), but I was earning my crust playing disco, in clubs, so the pop stuff never went away. Then of course, once I got together with Mike [Stock], he and I were writing quirky pop songs, really, and then, once we got together with Pete [Waterman], Pete felt we needed to be doing that sort of stuff. So, it was a natural progression for me and, with the pop aspect, I was going back to where I started from.

Did you consciously pay homage to any of those early pop/disco influences through your own music? We're thinking of the rhythm guitar chords in Showing Out, and throughout F.L.M., which are so reminiscent of Nile Rodgers and Chic.

No. It didn’t come from that at all, really. We sort of went back to Motown a little bit, when we were writing for Mel & Kim - just within the song, not in terms of the arrangements... and I’m not gonna name any names, ‘cause we’ll get in trouble (laughs), but we did have a couple of touchstones... just to get the ball rolling. I suppose the Showing Out's and Respectable's, and F.L.M.’s… they’re driven by the bass, really, and what feels good, you know? Does it groove?  Yes, it grooves!  Right then, leave it! 

You obviously worked closely with Mel & Kim... Do you remember your first encounter with the girls?


I’ll be quite honest. I don’t have any sound recollections of that at allFunnily enough, when I knew I was gonna do this interview, I spoke to Mike [Stock] about stuff I do remember thinking they were very enthusiastic. They were certainly street wise. Very attentive. Very malleable - at first! I think, at first, they were being on their best behaviour, do you know what I mean? But the cracks soon started to show (laughs)! Kim said it on the [Legends of Pop] documentary. She said, they had thought we were three black guys, and we were 30 years older than they thought we were, so I think that was a bit of a culture shock for them both. But, once they realised we were human, their guards dropped and we just got on really well, basically.

The story of System (the duo's intended debut single) being shelved after a post-recording session trip to the pub with the sisters, has been well documented…

Well, it didn’t really happen like that. That’s Pete’s version of things (laughs). It didn’t actually just happen on a trip down to the pub. I think, we’d mused on this before we did System, as to whether this house stuff might have been appropriate, but that wasn’t our brief. There were bands like Five Star, and people like that - and [Michael] Jackson - who were doing what I would call ‘sophisticated, urban soul’. Sophisticated black RnB dance, basically, and the market was good with that, so we tried that the first time around. It worked well, that record, but nobody leapt up and down, you know? So, I think it was then that we began to explore this potential other route.

Though both talented singers, Mel & Kim were new to studio work. Did that present any challenges when it came to recording?

Well, they found it almost impossible to sing with headphones on - and I don’t think their hairdos made it any easier (laughs), and they had a lot of jewellery on and one thing and another. It was very unusual that we acquiesce to this... but we did. We had them sing System in front of the big speakers in the studio - so they had no headphones on – and we recorded that. We had the Calrec microphone, which was a stereo microphone, and we double track the vocals anyway, where you’ve got two recordings of more or less the same thing... This is quite complicated to explain… When you double track, you can do a thing where you put one out of phase with the other, and basically, what that does is cancel out anything that’s common to both, which is what’s coming out of the speakers. So what you’re left with is, more or less, just them. There was some spillage on the vocal track but it was acceptably low… and that was a triumph, technologically! We’d never, ever tried it before, but it worked with System. Anyway, we tried it again the next time the girls were in, and we never got it to work again. It was just a complete fluke. A one off! But, by that time they were OK with headphones and with each successive track, they were becoming more experienced.


Apart from those practical challenges, how were the girls to direct, as vocalists?


If you listen to things like Sister Sledge, and Chic, and things like that, what they are singing sounds quite simple... or at least you think it’s quite simple (laughs). But actually, getting two people to synchronize in that way is quite an elusive thing and you have to be very good singers to do it. Mel & Kim had the advantage that they had been singing in their bedroom together all their lives, so their synchronizing was fantastic. To me, Kim tended to take the lead on it a little bit, ‘cause she was older and wiser - although, that said, it’s always very difficult to tell when you’ve got two voices that are that closely matched. Kim had a more mellow voice. Mel’s voice was a little bit brighter naturally than Kim’s, but she tended to synch in with what Kim was doing. As soon as we heard the blend of their voices for the first time, we thought we were onto a winner, definitely.

In comparison to System, Mel & Kim's debut single couldn't sound more different. Was it always the plan to really push the envelope with Showing Out's complex production, or did that evolve as you put the track together?

Phil Harding really helped us to make that work. It wasn’t happening at all. And those samples he put on, and this mind-blowing kick drumming he conjured up. I’m not sure that, without his input, we would have got the thing rolling, and he really deserves credit for having the balls to do it, really. Showing Out wasn’t really a ‘house’ record, but it was designed to sound a little bit like it might have been, and it was really unusual. Darryl Pandy, and those things were just emerging at the time, which, themselves, were quite different because they’d gone back to the golden age of disco, really. The tempos were slower and they had the nice, pea soup hi-hats for dancing to, which had been completely off the menu for about a decade. Maybe DJs were finding a problem programming things at that beat, I'm not absolutely sure... And, I mean, we didn’t saturate the market with mixes on it. I think there was only one or two.

Yeah. Although there were a slew of different edits released.

Yeah. Different edits, rather than different mixes, yeah, yeah, yeah. The thing I should mention about Showing Out is... we did the 12”, but we hadn’t edited a 7”. Whether we’d forgotten, or whether we were just too busy, I can’t remember, but the courier was on the way for the tape; Nick East, who was the boss of Supreme, had booked a car [to pick it up]. Now, normally, the editing is done by the mixing engineer, but this was about midday, so we had to give the job to Karen [Hewitt], who was just starting with us as a recording engineer. She wasn’t quite adept enough to do that... so, she was in there (laughs) with all bits of tape going up in the air, cause in those days, it was a razor blade and a piece of tape. It was alright getting her to do it in theory, but actually doing it in practice... (laughs). There are two edits on the beginning of the 7” of Showing Out which just lurch forwards... I remember hearing it for the first time, and just looking at Mike, and Mike looking at me (laughs) in absolute horror! But I think we reasoned that this was supposed to be sort of down and dirty, so just leave it, you know? At least it might get people’s attention. But, listening back to it now… God, that’s a dreadful edit (laughs).

(Laughs). Quickfire editing notwithstanding, Showing Out spent many weeks outside the UK Top 40, before finally surging towards the Top 10. Was there ever concern that the single wasn’t going to take off as you all had hoped it would?

Mmmmm. Once we’d made a record... once it had been mixed and left the room, we didn’t really think about it again. It was either gonna sink or it would swim. We, individually, couldn’t influence it. But Nick East, worked his nuts off for every record anyway, so we knew he was doing his upmost. Now, I wasn’t aware that it had taken a long time [for Showing Out to reach the Top 40] until you mentioned that. I'm not gonna do one of these again, as you know more about Mel & Kim than I do (laughs). That’s unusual for Nick East though. What Nick normally tried to do was build up the demand and bang it into the Top 40, week one. That was his mode of operation, so I’m not really sure why that was. Once Showing Out hit the Top 20, we thought, because it was different enough, we might have had a shot at number 1, particularly when it got to number 3, but it stalled. I can’t remember what kept us off, but that was a bit of a disappointment.

The ‘tay, tay, tay...’ section of the girls follow-up single Respectable remains instantly recognisable. Did you realise how iconic that hook would become when you initially created it?

At the time it first occurred? I’m not sure. But once the mix was done, and it started with that... I think that’s when we actually thought, ‘that’s a great intro. Bang!' We certainly knew it was a hit by the time Nick East had taken it to Holland and they had done their PAs with it. Before that, he’d asked us to take it off, famously (laughs). We just wanted to make a more pop’y record than Showing Out, and Respectable was it.

Those first two singles both reached number 1 in music charts throughout Europe, as well as hitting the top spot in Australia, New Zealand and America. Why do you think Mel & Kim made such a global impact?

Well, they were just as bright as buttons! I’ve seen a few interviews in retrospect, and any time they walked into a TV station, they just charmed the pants off people, and they were very liked and loved. And, when you watch any of these Top of The Pops episodes back, their dancing is just phenomenal! Because they had been doing it all their lives, and because they were genetically linked, their synchronization, and everything… It was really, really top-drawer, and all that helps. Their image was cool, though I never quite got on with the Spanish hats myself. I’m not sure what all that was about (laughs), but people seemed to like it… And it was different as they were different, and as the records were different, so...


Both Mike and Pete spoke of how important Mel & Kim's success was to your own success as a production team.  We're interested to hear your thoughts.


Well, Respectable was the first number one we had written, so that was a big feather in our cap, really. Also, I know from Mike and I’s point of view, we had to rip up the rule book when we worked with Mel & Kim, to accommodate this house style, because those records didn’t really have a verse, bridge and chorus. They had bits! They’d have 8 bars of something, then there would be 2 bars of something else... and we actually sat down, before we did anything with the girls, and thought, 'how are we gonna do this'. And we actually sketched out how it would all work. We would know we’d have 8 bars of something, then there would be a space of 2 bars where something will happen… we’ll invent something as we go along – like, 'Tay Tay tay tay…' That happened in a gap where something was supposed to happen - and it did! So, it was a challenge. We really rewrote our own rule book, but that was quite nice in a way, ‘cause it was something different. We enjoyed doing it, and that possibly was the key to it. Maybe we learned that we could actually have fun doing this and it wasn’t just all serious and banging your head against a wall.


And that fun energy really permeates all of the Mel & Kim tracks. How were the girls to work with?

They were just like a very slow explosion of anti-matter, or something (laughs). They both had so much energy! Now, quite a bit of that might have been put on for our benefit. They might have been dead on their feet when they got in the taxi to go home… but then I suspect not. I strongly suspect not! They were wildly enthusiastic about working in the studio. I think Kim was always kind of in control of the pair of them. It’s difficult to put into words this… I mean, Mel would sit there and listen to you when you were talking to her, and she would nod her head, and she’d go, “Oh, yeah, yeah... Oh, yeah, yeah, yeah yeah... Oh, yeah, yeah, yeah.” But you knew that there was a joke coming at the end of all this (Laughs). She’d come back at you with something. It was kind of Cockney ‘cheeky chappy’, I suppose, in a way, because they were both ‘East-End girls’ – not that there’s anything at all wrong with that. I think Mel, very often looked at Kim for cues, and made sure she was saying the right things, particularly at the beginning. She didn’t want us to think they were looneys, even if they were (laughs). And she had this real thigh-slapping laugh. I think this was said on the [Legends of Pop] documentary… it’s how I will always remember her. That - just that… an audio clip. But it typifies her. It absolutely typifies her.

Publicly, the sisters always appeared incredibly confident (though never cocky), despite being very new to the industry. Were they as confident privately?

I mean, crickey! When you’ve had a start like they had, when your second record flies like that, it’s gonna give you confidence, isn’t it? So, yeah. I think they were inwardly confident. And they know! They’re out doing the PAs and they can see the people, and they are getting the feedback. They know it’s working. 

Despite their popularity, Mel & Kim were often criticised in the press, not least in the tabloid reporting of Mel’s previous career as a glamour model. Was this something you guys ever discussed?

I don’t remember discussing it with them at all. Are you saying that a lot of the press were down on her because of the photographs?

Yes. It did feel like there was a tabloid campaign being waged to knock her down and publicly shame her.

Yeah? Well, I hope they all burn in Hell!

And, of course, you guys were also no strangers to unwarranted criticism yourselves, although just as we have seen with groups like ABBA, your work finally now seems to be getting the critical recognition it deserves.

I’m not sure what’s driving it, to be honest. The [Legends of Pop] documentary we did... we wouldn’t have done it if they were not… I mean, the producer and the director were both fans; They knew the catalogue numbers and everything, so, we thought, if we don’t do it now, we never will do it. So we did it, and everybody seemed to enjoy it (laughs). I think with ABBA, ABBA's problem was, 50% of what they did was brilliant. I mean, Dancing Queen is in my top five records of all time. There is no question about it. As soon as I hear the keyboard going down, I’m in! But there was a very cheesy aspect to the other 50%, and I think that… I’m gonna use the word ‘naff’ now... there was a naffness about some of what they did, and I think that set a lot of people against them. Now, I hope that we [Stock, Aitken & Waterman] didn’t do anything that was as cheesy as that… I hope! Well, we might have done one or two (laughs). We didn’t do Roland Rat, before you mention that (laughs). We had nothing to do with that.

(Laughs), oh, damn! There goes our next question! Sorry Roland.

(Laughs). You know, I don’t know where that rumour came from. We didn’t do Pepsi & Shirley either, I mean, where did that come from? Well, we worked with them, but we didn’t do Heartache. We had nothing to do with it. I think Phil Harding did a mix, but we [Stock, Aitken & Waterman] had nothing to do with the production.

We’d love to chat with you about the tracks that make up the F.L.M. album. First off, do you have a favourite amongst those songs?

Well, it’s funny that you should mention that because as prep for this, I went back and listened to the album for the first time in 20 years… and what came out of it to me was what a stunning track Who’s Gonna Catch You is. I mean, crickey. That got buried, and it’s just utterly brilliant! Everything about it is brilliant, and, at the moment, I think it’s probably the best thing we ever did with them. When I put it on now, I go, ‘God, this is so good’ (laughs). Maybe it’s just because I haven’t listened to it for a long time and I obviously hear the other ones far more, but yeah. I would say that’s my number one right now.

Who’s Gonna Catch You was also a big favorite of the girls - and ours too. It has such an effervescence about it!

Yeah! Who’s Gonna Catch You was done in the Chicago House route, but it was more straight forward than the other ones we’d done. It wasn’t chopped up into little bits. It was more of a straight-through song, and I think it benefited from that. The bass line on that was much more consistent with what was coming out of Chicago. (Matt mimics the WGCY bass line) That’s straight down the line, Farley Jack Master whatshisname (laughs). It’s just brilliant!

Of course, Who’s Gonna Catch You went on to be covered by a number of other artists that you guys worked with, but to us, Mel & Kim’s original version is the superior rendition.

Yeah… it’s the way the girls sang it. And it’s a very simple melody, but their performance of it – the subtleties in their performance - and the way they go in and around the notes is what put them above most of the other people that we worked with. And it was instinctive with them! They didn’t really think about it, you know? We would say, ‘Oh, that was really good. Could you just do that with it?’ And we’d edit it and move it around a bit, but it was all generally coming from them. They were great!

Given the magnitude of its worldwide success, Respectable is probably F.L.M.'s most recognisable track, and it was undoubtedly a huge selling point of the album. Why do you think that that song became so successful?

It’s a brilliant record! It’s a killer track and it’s quite a way above most of everything else that we did, for a variety of reasons. The girls sang it brilliantly, and it did feel as much their composition as ours. They performed it brilliantly, it’s a brilliant mix, and people like it. I remember seeing the video for the first time, because we would be sent the VHS of the videos that were done, and most of the time, we’d put it on and go, 'what’s that got to do with the song? It’s nothing to do with the song' - apart from Bananarama! They went to town on their videos and really carefully thought about what they did. Do you know what I watched the other day? Bananarama did Love in The First Degree, at The Brits [1987], and they’ve got 50 greased up models, all thrusting on the floor (laughs). I’m thinking, you probably wouldn’t get away with that today!

We think those ladies definitely knew their market audience (laughs)!

(Laughs), yeah, yeah, but would you be able to get away with that today, on live television? I’m not sure...

Sadly, probably not!

...but the thing with Bananarama was, it was all tongue in cheek, you know? None of it was serious. If Lady Gaga was doing it, or Madonna, it would be all really thrutchy, and everything, but they just sort of carried through it, you know?.Bananarama don’t get the credit they deserve. We should do one on Bananara… oh, you don’t do Bananarama (laughs).

Well, I’m sure we could ask you a few questions, if you like? (Laughs).

(Laughs), but the Respectable video… I mean, as soon as you put it on… It’s anarchic. It’s fun. They look great! They move brilliantly. Whoever the director was [Simon West] really concentrated on the core things that the girls were. It was all about their movement and their synchronicity, and the editing is really, really good. And it wasn’t expensive to make. It was cheap, but it really, really worked. I think we had more faith in that song having seen the video than we’d had before that, and that’s unusual. That was a crap answer, wasn’t it?  (Laughs!)

(Laughs) no, not at all! What was the inspiration behind the album’s title track, F.L.M.?

Well, you will already know where the title ‘F.L.M.’ really comes from (laughs). Having decided to do an album and call it F.L.M., we were thinking, ‘What are we gonna do with it?’ I mean, the song F.L.M. was a bit of a spree. It wasn’t really attached to anything, music-wise, although it still had its roots in the 121/122 bpm, Chicago thing… but there’s also guitar on there, interjecting, and all those samples - the big hit things. There’s also a lot of rhythm guitar on it. Again, that was us ripping up the rule book and going, ‘Let’s put a guitar on it!' Why not?’ I can do all that shit. I just think we’d sort of thrown off the shackles and gone, let’s put something different in there. And, sounds like ‘L.F.M.’, so it could have been a radio station. It was supposed to mimic an American FM radio jingle. Maybe we were thinking, 'Let’s design something for America'… maybe! I don’t think so though. To me, the mix of F.L.M. was never right. It was never dynamic enough. Everything tended to get flattened, but I don’t think we had the resource to do more than two or three shots at it.

Other than the house music direction you guys used for the three singles, many of the F.L.M. album tracks have more of an RnB vibe. Was that a conscious decision?

We always did this when we did an album, really. When we were doing any album… once we got the first three singles ready to go and we were happy with those, we’d go off and experiment in slightly different areas, just to see what happened. And you can’t have an album of ten Respectable’s, because people would get bored to death. That’s not what you do on an album. Plus, it gave us a little bit of leeway to try things that we wouldn’t ordinarily be doing. I was listening back to some of the tracks, and trying to get some sort of reference points, which is partly why I phoned Mike… System was recorded first, so that had to go on. Now, when we recorded System, we were also working with a girl called Sid Haywood, and we did two tracks with her; she had a hit with a track called Roses, which was a Leeson & Vale song. CBS got us involved to try to do the follow-up, and we did two really good records with her, both of which stiffed at 60-something, you know? Jesus! But System was kind of along that same style of urban sophisticated soul.

Feel A Whole Lot Better was another favorite of the sisters.  What inspired that change in tempo and sound?

There was a sound going around at the time which was called the ‘Miami Sound’; Arthur Baker, and all that sort of thing, and, at the same time, we were also recording Wow, with Bananarama – we did a couple of tracks in that vein with them – so, I think, we thought, ‘OK, let’s have a go at one of these with Mel & Kim’. So that was, again, us trying something different. Like More Than Words Can Say. That was, a bit, Jam & Lewis’y, which was another sound that was going around at the time. We were touching on the slow, Say I’m Your Number One, sort of feel.


I’m The One Who Really Loves You went on to be remixed by Robert Clivillis and David Cole (of C+C Music Factory), for a US release. What did you make of their remix-treatment of your song?

Ooh, it’s very interesting that you should say that. I’m not familiar with it, to be honest, but I’ll check that out. When you’re dealing with American record companies, there are egos involved. They don’t just wanna take what you’ve done and release it. They wanna put their own slant on it… and that can really work for you. That happened before with us, with Boycrazy. All the guy did was put a cow bell on it (laughs), and hey, it’s a remix! They know their own market. I mean, Rick Astley broke through the Miami dance floor scene… not through different mixes, but that was where they could see they could engineer a groundswell for it, so they know their own market. I’m The One Who Really Loves You was an old song we originally did with Austin Howard. Basically, we just kept the backing track and put their vocals on it. We always believed in that song.

Mel & Kim have a writing credit on From A Whisper to a Scream. Do you remember much about the creation of that track, or the girls input into it?

Again, Mike and I have very little recollection of this one, and I don’t know, listening to the track, what we were thinking of when we did it. Now, whether this was a demo that the girls had already done, I’m not sure. ‘From a whisper to a scream’ doesn’t sound like a lyric we would have come up with. Maybe it was something that the girls had half-done, that we then took and finished off. It’s a tricky one that, ‘cause normally I can hear what the styling cues were, you know?  What the dart board was... but that just seems to be a track that existed in its own world (laughs).

Moving on from the F.L.M. album, you also recorded That’s The Way It Is with the girls. We assume you guys were aware of Mel’s diagnosis, so did it surprise you that she came in to the studio whilst she was still undergoing medical treatment?

I don’t think Mike and I knew how serious it was until around about that time. But I remember when they came in… it was quite harrowing. She had some kind of strapping on to keep her back straight and everything… it was very, very difficult. I’m putting words in Kim’s mouth here, but, I think, Kim felt that it was something that Mel really, really wanted to do, and they’d enjoyed themselves so much, working with us before. That was the reason. It was, kind of, a gift from Kim to Mel, I think, really.

And a way to focus on something other than hospitals and illness, we assume.

Yeah. To get out of the place, you know?


From all accounts that session really gave Mel a much-needed boost.

Yeah, so that got us all through it, really.

The girls co-wrote You Changed My Life, which was the B-side of That’s The Way It Is. What are your memories of working on and recording that track?

I’ve got a feeling that was one of my songs. Not my song totally, but I’ve got a feeling that was something I started. It sounds very me. Maybe that was something we had in the can anyway that didn’t make it onto the album. And maybe we just finished that off. I don’t recall us doing a B-side at the same time as That’s The Way It Is. I don’t recall it. I think it would have been too much. I can’t remember, but that’s a lovely song, and they are singing very quietly and softly on it, as well. That was another tone that we could have explored more with them.

You recently shared your belief that, had you guys gone on to do a 2nd album with Mel & Kim, "They could've taken the world".  Can you elaborate on this for us?

Well, because I don’t think there was anything that they couldn’t have handled. So, from a creator’s point of view, really you are dealing with a completely blank canvas there. What shall we do today? Shall we do a version of Blue Rondo A La Turk, in 7/8? Yeah, let’s do that! (Laughs). I’m not saying we would have done that, though we might have done, ‘cause you can do really clever things with vocals when you chop them up. Maybe we could have done something like that. Who knows what we would have done, but Mel & Kim had the chops to deliver whatever we asked. They could fire whatever bullets we threw at them, basically. They had a lot more variety about what they could do than we were able to tap into within the musical confines of what we were doing at the time. They could have done real, proper ballads and things. They could have sung individually, but we never really got around to that either. I think, if we’d gone on to the second album, we would certainly have approached that. Sadly, we’ll never know. What I do know though is that, when I put the Mel & Kim tracks on now, they still sound fresh today. They still sound like… ‘Hello! We’re here! Listen to us!

Matt - this has been an absolute joy. Thank you so much.

Guys, thank you. Keep up the good work!


©2023 All written content is owned by -

bottom of page