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Jon Bon Jovi wrote this with Dave Stewart, who is famous for his work with Eurythmics, but has also written with Lou Reed, Tom Petty, Gwen Stefani, Bono and many others. In our interview with Dave Stewart, he explained that one of his songwriting skills is creating a melancholy atmosphere, and this song is an example. Says Stewart: "When it starts off the lyrics are describing an old couple that have kind of lost it, and it's describing all the things from the basement, looking up and seeing all these people wandering around in Chelsea."
Chelsea is an area of London, and Bon Jovi was staying in a basement apartment there when he wrote this song with Stewart. Jon was enjoying his stay, as no one knew where he was and no one was bothering him.
Stewart met Jon Bon Jovi in the English countryside where Bruce Willis was staying with his family. Stewart had taken some pictures of Demi Moore and brought them by. Bon Jovi came over with his wife and kids, and later that evening they picked up guitars and started playing, with Willis joining in on harmonica. This is where Bon Jovi got the idea for the song, and he went to Stewart's apartment in London a few days later to work on it. Says Stewart: "It was an odd combination: me from the North East of England and Jon from New Jersey who seem to have completely different backgrounds. Yet we got on really well. Jon is a really smart, intelligent guy to work with."
This song went to #4 in England its first week of release, becoming Jon Bon Jovi's biggest UK hit. Stewart and Bon Jovi performed the song on an episode of Top Of The Pops.
The video was directed by Mark Pellington, who did Pearl Jam's "Jeremy" and Demi Lovato's "Skyscraper." Pellington shot it concurrently with the short film Destination Anywhere, which stars Jon Bon Jovi, Demi Moore, Kevin Bacon and Whoopi Goldberg.

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