Bad Company spent much of the '70s as one of rock's most reliable and popular bands.

But a change in frontman hurt them, and, by the time they released Holy Water on June 12, 1990, they were just about ready to implode.

Paul Rodgers left following the release of 1982's Rough Diamonds, and most people figured the band was finished — including guitarist Mick Ralphs and drummer Simon Kirke, who wanted to start over under a different name when they reunited for a new project in the mid-'80s. But their label, Atlantic Records, had different ideas.

Kirke and Ralphs found themselves operating under the Bad Company banner after recruiting new singer Brian Howe for what ended up serving as the band's seventh LP, Fame and Fortune, in 1986. But even though fans failed to respond to an overall change in direction that included a poppier sound as well as an unfamiliar voice, Bad Company returned to the studio two years later under the same arrangement.

Producer Terry Thomas, who was recruited by Howe for the sessions, said the group's next effort, 1988's Dangerous Age, was initially seen by the label as little more than an attempt to recoup on the bad investment of Fame and Fortune. "It was a contractual album — the first album had cost a lot of money to make. It cost a lot of money and it wasn’t a Bad Company record at all," Thomas told UCR's Matt Wardlaw in an exclusive interview. "There were a lot of keyboards on it and soft pop songs — very strange for Bad Company, and it didn’t do very well. It was remixed here and remixed there. With Dangerous Age, they just wanted to get an album out; it was contractual and they wanted to do it as cheap as possible."

While Dangerous Age might have originally seemed like the end of Bad Company's second act, it ended up giving the band an unlikely second wind. On the strength of the rock hits "No Smoke Without a Fire," "One Night" and "Shake It Up," the album sold nearly a million copies and gave the revamped lineup a mandate for another album. Still, as the late Howe once told Matt Wardlaw in a separate UCR exclusive, tensions between himself and Kirke and Ralphs were already bad enough that he tried to quit the band.

"Atlantic Records didn’t want me to leave and they told me so," Howe recalled. "They said, 'As long as you stay, we’ll cover you.' They didn’t have much time either for Mick and Simon, and they promised me that they would cover me and look after me if I stayed in the band and wrote the songs. I don’t know what that says about everything, but it was a very dysfunctional band. It really was. It wasn’t a pleasure. It wasn’t a happy band."

Derek Shulman, who found the band under his direction when he assumed leadership of Atlantic's Atco subsidiary in 1988, said the relationships between the band members may not have been ideal, but the results spoke for themselves.

"Well, look, Brian Howe was a replacement for Paul Rodgers. The sound and the whole vibe of the band was very different," Shulman argued in a separate UCR exclusive. "You know, Brian has an ego and has a 'tude, for sure, and I think he would be the first to say, 'Yes, I do.' But not a negative one. I personally felt – you know, I’m fine with him. I get it. The other guys were not particularly fond of his egotistical way about him, but nevertheless, they all wanted success and for this new incarnation to be successful."

Howe countered: "You’ll hear it from them that it was all down to me and I was impossible and I was this and I was that and I was trying to take over the band, which is completely not true. Those guys simply didn’t want to work. They didn’t want to work at their job. They just wanted to go in the studio, fool around and think it was like the old days and that was that."

Shulman admitted that "there was a lot of internal conflict in the band. But the fact is that everyone wanted success. [...] They had a very, very strong, good manager in Bud Prager, who was able to keep the pieces together and make them come alive. It was in everyone’s interests, including Brian’s, to stay in this format and band and continue to have the success that it did. So therefore, obviously, he swallowed that and I think the key element was Bud Prager, who was able to balance everyone’s egos and keep everyone’s nose to the wheel and eyes focused rather than letting their personal conflicts or interests get in the way of the success they had."

Watch Bad Company Perform 'If You Needed Somebody'

With Bad Company split into two camps, it fell to Thomas to wring a cohesive record out of the sessions. Fortunately, he and Howe had established a rapport with Dangerous Age — in fact, they wrote most of the album together — and that partnership continued to serve as the linchpin for the band's next batch of songs. "We’d established a template, if you like, with Dangerous Age, and we were just basically getting the same feel, and it had to be contemporary as well," Thomas says now. "Brian’s exceptional at coming up with melodies. I would write him frameworks — I always had a melody in my mind, but he always comes up with better ones. So it was a joy working with him in that respect."

Howe said the two of them "worked like dogs. We worked all day, every day, and we worked on songs and came up with ideas and scrapped them, and then reworked them and then made them work. You know, it wasn’t easy, but that’s how he and I always write. But this time, we knew that the possibility of Mick and Simon coming up with enough material was going to be slim. So, we knew we had to write 10 songs."

The new album, titled Holy Water, started coming together in 1989. Whatever Kirke and Ralphs — neither of whom responded to UCR's requests for comment — may have felt about the balance of creative power in the band, Howe and Thomas once again penned the bulk of the material. All of it was solidly of a piece with the blue-collar, guitar-heavy sound they'd settled back into for Dangerous Age.

"What we wrote came quite naturally to us. It wasn’t like we were trying to copy or emulate anybody. We were just writing songs that we thought would fit the Bad Company vehicle the best," Howe insisted. "You know, Bad Company, for all intents and purposes, if you’re going to sing the blues and you’re going to do it properly, I think you have to be struggling a bit. I think you’ve gotta have some soul left in you and you’ve gotta have a feel that quite frankly, Mick and Simon, they haven’t been poor for like 50 years. So, it was time to get a little bit more aggressive and be a bit more real and a bit more streetwise, if you like. I like to hear drums. I like to hear a thumping drum, I like to hear crunching guitars and I like to hear harmonies."

Having exceeded expectations with Dangerous Age, Thomas and Howe found themselves working largely free of label interference with Holy Water. "We never got anybody saying, 'Well, you need to do this or you need to do that,'" Thomas says. "They weren’t expecting Dangerous Age to sell any copies. We’d sold 800 or 900,000 copies and I suppose they thought, 'Well, we won’t get in the way.'"

Howe described the label as "over the moon. They were absolutely over the moon. They couldn’t have been happier. They said to us, 'Oh my God, Brian, this is it – get ready. Because this record’s going to fly.' And they were right."

Holy Water quickly delivered on the promise of Dangerous Age. The record's title track doubled as its leadoff single, and once again, fans proved receptive to the new Bad Company sound, sending "Holy Water" to No. 1 at Mainstream Rock radio with a track that Howe now admits served as a sort of sequel to an earlier single: "I liked the feel of 'No Smoke Without a Fire' and I thought we hadn’t quite got it right. So, I wanted to do another song similar to it."

The record's real sales driver, however, turned out to be its second single, the ballad "If You Needed Somebody." Peaking at No. 2 on the Mainstream Rock chart, the song also caught on at pop stations, giving Bad Company its biggest Top 40 hit since "Rock 'n' Roll Fantasy" in 1979.

"I used to wake up much earlier than Brian. I was staying at his house and I woke up early. I always had a guitar in the room and I started mucking about and I came out with that acoustic guitar part that starts it off," Thomas says of "If You Needed Somebody." "When he got up, I played it to him and he started singing, and we went in and finished the song off. We went back to the studio and wrote the song that day, I think."

Howe connected with the song immediately, he said, because "you know, everybody has that feeling. Sometimes love isn’t quite requited. It’s like how often do you feel something for somebody and they look at you as if you’re like – I wanted to try to capture that, because God knows, it’s happened to me a few times. When you would do anything to be with a certain girl and they just have no interest in you whatsoever. I wanted to write a song describing that."

Listen to Bad Company Perform 'Holy Water'

Still, all this added success couldn't quell the personal issues dogging Bad Company. In fact, shortly after Holy Water was released, Ralphs took a leave of absence, forcing the band to pull in ex-Crawler guitarist Geoff Whitehorn for video shoots and the bulk of a very lengthy tour.

"He refused to go on the road, because I think he felt disgruntled about not having songs on the album – but he hadn’t written any," Howe said. "So you know, it’s kind of weird. He kind of pulled a stroke — he told the label, 'I’m not going to tour with this record, so therefore we’re not touring,' and the label stood up to him and said, 'Oh, yes we are touring and if you don’t want to do it, you can stay home.' And that was it."

Asked whether Ralphs' absence presented some regrettable challenges at what should have been a proud moment for the band, Shulman laughs.

"Yeah. It was challenging, but there’s not much you can do. You can’t say, 'Get on a bus,' because if he said no, then he said no," Shulman argues. "That was more of the manager and management’s role to play. But it would have helped even more for them to tour on this cycle than just to be a record and on the radio and everything else. You could just shrug and say, listen, for the label, it was a success. For the band, I don’t know. We can’t reflect and say, 'Oh, we should have, could have,' because it wasn’t. Mick didn’t want to tour for this. It was the resentment there."

Whether or not they were able to get along behind the scenes, the members of Bad Company were selling so many albums and concert tickets that their label and management had a vested interest in keeping the formula going as long as possible. They were only able to keep it together for another studio album (1992's Here Comes Trouble) and subsequent tour (captured on 1994's What You Hear Is What You Get), but Holy Water remains a fairly fond memory for at least a few of the men involved in its creation.

"I just remember enjoying doing it. Because I enjoyed the songs," Thomas says today. "'Boys Cry Tough,' I remember writing that one with Brian and developing the story, which was unusual for him as a lyricist. 'Walk Through Fire' was right in your face – you know, I enjoyed it. I have bright memories of it."

Howe made his displeasure with Kirke and Ralphs publicly known after quitting the band in 1994, but still counted Holy Water as a point of pride — particularly because of the adversity behind the scenes. "It was a record that was made against all of the odds," he pointed out. "For what it was, it was a good record."

Shulman, meanwhile, retains a label exec's pragmatic point of view regarding a chapter in Bad Company's history that the band seems to have officially forgotten since reuniting with Rodgers in 1998.

"For the time, it was a fantastic record. Was it a quintessential Bad Company record?" Shulman shrugs. "Probably not. But nevertheless, it was a great success."

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