At rehearsals with the cast, during the part where the scarecrow is pulling proverbs from his stuffing, Michael kept saying "So-Crates" instead of "Socrates." After about the third time, I pulled him aside and told him the correct pronunciation. He looked at me with these big wide eyes and said, "Really?" and it was at that moment that I said, "Michael, I'd like to produce your album."

It was that wonderment that I saw in his eyes that locked me in. I knew that we could go into completely unexplored territory, a place that as a jazz musician gave me goose bumps.

I pulled my "A-team" crew together, anchored by Rod Temperton, one of the best songwriters who has ever lived, and we embarked on making "Off the Wall." I simply loved working with Michael. He was so shy he'd sit down and sing behind the couch with his back to me while I sat there with my hands over my eyes with the lights off. We tried all kinds of tricks that I'd learned over the years to help him with his artistic growth, like dropping keys just a minor third to give him flexibility and a more mature range in the upper and lower registers, and more than a few tempo changes.

I also tried to steer him to songs with more depth, some of them about real relationships -- we weren't going to make it with ballads to rodents (i.e. "Ben"). And Seth Riggs, a leading vocal coach, gave him vigorous warm-up exercises to expand his top and bottom range by at least a fourth, which I desperately needed to get the vocal drama going. We approached that record like we were going into battle. "Off the Wall" would sell 10 million copies.

Anyone who tells you that they knew a record was going to be a big hit is a flat-out liar. We had no idea "Off the Wall" was going to be as successful as it was, but we were thrilled. Michael had moved from the realm of bubble-gum pop and planted his flag square in the heart of the musical pulse of the '80s, but what came next, I don't think any of us were ready for.

The 'Thriller' saga

The drama surrounding "Thriller" seemed to never end. As we were recording the album, Steven Spielberg asked me to do a storybook song with Michael for "E.T." We were already behind schedule on "Thriller," but great, no problem. The movie was a big hit, we loved Steven, and so, off to work we went with Rod Temperton and Marilyn and Alan Bergman writing the song. Naturally, of course, this would evolve into Steven wanting us to do an "E.T." album.

Four months to complete "Thriller," already behind schedule, no problem. Off to work we went. In any event, it all worked out . . . Michael and I won Grammys for the album, and it became a collector's item.

With two months to get "Thriller" done, we dug in and really hit it. Michael, Rod, the great engineer Bruce Swedien and I had all spent so much time together by now that we had a shorthand, so moving quickly wasn't a problem. I told Michael that we needed a black rock 'n' roll tune -- a black "My Sharona" -- and a begging tune for the album. He came back with "Beat It" and Rod came back with "The Lady in My Life."

Rod also brought in "Thriller" and Michael sang his heart out on it. At one point during the session the right speaker burst into flames, which none of us had ever seen before. How's that for a sign?

We finished the album at 9 a.m. the morning we needed to deliver the reference copy. We had three studios going all night long. Michael in one putting final touches on "Billie Jean," Bruce in another, and Eddie Van Halen, who I brought in, in yet another recording his parts for "Beat It."

We all gathered in Studio A to listen to the test pressing with this enormous anticipation. This was it, the eagerly anticipated follow-up to "Off the Wall." And it sounded . . . terrible. After all of that great work we were doing, it wasn't there. There was total silence in the studio, and one by one we walked across the hall for some alone time. We'd put too much material on the record. Michael was in tears.

We took two days off, and in the next eight days, we set about reshaping the album, mixing just one song a day. Rod cut a verse from "The Lady in My Life," and we shortened the long, long intro to "Billie Jean," something Michael hated to do because he said the intro "made him want to dance."

MTV breakthrough

We delivered the album and watched "Billie Jean" -- thanks to Michael's debut performance of the moonwalk on the 25th anniversary of Motown special -- "Beat It" and "Thriller" just explode, fueled in part by heavy video rotation on MTV. Prior to "Billie Jean," MTV wasn't playing videos with black artists. "Billie Jean," "Beat It" and "Thriller" took us straight to the stratosphere. After those three videos, virtually every video on MTV was trying to emulate their style.

Michael, the music and MTV all went to the mountaintop. It was the perfect convergence of forces. In the music business, every decade you have a phenomenon. In the '40s you had Sinatra, in the '50s Elvis, in the '60s the Beatles, in the '70s the innovation of Dolby, despite the best efforts of Stevie Wonder and Elton John. In the '80s you had Michael Jackson. For everyone from 8 to 80, he was the biggest entertainer on the planet. Followed up with "Bad" and the collective on "We Are the World," we all made history together. We owned the '80s and our souls would be connected forever.

Shortly after "Thriller" came out and simply chewed up everything in its way, I went to see Count Basie at the Palladium with Benny Carter and Ed Eckstine. Basie was like a father to me, having kind of adopted me when I was 13, and he wasn't in the greatest shape. He was in a wheelchair and when he saw me, he said with a sense of pride, "Man, [what] you and Michael did, me and Duke would never even dream about nothin' that big. We wouldn't even dare to dream about it." You can't imagine how proud I felt, hearing that from one of my idols, not realizing that it would be the last time that I'd see him alive.

There will be a lot written about what came next in Michael's life, but for me all of that is just noise. I promise you in 50, 75, 100 years, what will be remembered is the music. It's no accident that almost three decades later, no matter where I go in the world, in every club and karaoke bar, like clockwork, you hear "Billie Jean," "Beat It," "Wanna Be Starting Something," "Rock With You" and "Thriller."

In every language on the planet, from prison yards in the Philippines [Updated at 7:30 p.m.: An earlier version of this blog post incorrectly said the prison yards were in Thailand.] to Thrilltheworld.com, that will be the beautiful, grand legacy of Michael Jackson.

--Quincy Jones

Photo: Quincy Jones, right, with Jackson at the 1984 Grammy Awards, where "Thriller" won a record-breaking eight awards. Associated Press



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