When Bruno Mars began sketching the idea that would inevitably become “Die With a Smile” three years ago, he ended up with a handful of lines for the first verse and part of the hook. He’d been collaborating with powerhouse musicians James Fauntleroy, known for sprinkling songwriting magic on hits from Beyoncé and Justin Timberlake, and Dernst “D’Mile” Emile II, who picked up a producer of the year nod at the 2025 Grammys following years of work with Mary J. Blige and Janet Jackson. But the rough draft of “Smile” was swiftly abandoned, relegated to the demos pile, and presumably left to be forgotten.
That is, until they caught wind that Lady Gaga was working on last year’s “Joker: Folie à Deux” film, and Mars thought the idea could be a good pitch for either that project or Gaga’s accompanying “Harlequin” album. “He was such a genius for pulling that out of the back of his subconscious memory because of the timing of that movie, which is also how Lady Gaga came into his mind as a collaborator,” recalls Fauntleroy. “Then when we found out that wasn’t gonna be a thing, he had already kind of started the ball rolling because the power of Bruno compels you.”
The trio had fleshed out the demo even further — D’Mile recalls that the initial iteration of “Smile” was entirely different. “We had a second version that felt closer to what it ended up being,” he says. They trialed and errored various chords on the verse, then figured simpler was better. “Once we got to it, [Mars] laid the guitar down. I laid the bass down. We just got going, and then once we got it to a place, we really laid it down.”
They were already connected to Andrew Watt, who was working with Gaga on her sixth album, “Mayhem,” and Mars invited them to come to his Malibu studio after hanging with Watt in Las Vegas. When the pair arrived with Gaga’s fiancé Michael Polansky late one night in early 2024, Mars played the bones of “Smile” for Gaga, who wanted to start work on the song right away. Both Fauntleroy and D’Mile describe the session as particularly unusual for an artist of her caliber, as they’re used to previewing an already recorded demo for a musician over speakers.
“She was like, ‘Let’s go to the piano,’” says Fauntleroy. “I knew she could play the piano, but watching her actually sit down like a musician and learn the chords, so much so that she actually asked for a pen and paper and wrote the chords down… This is unheard of. She learned the fucking song, dude, right there. And they were performing, singing it together. And that’s when I should have known it was going to be something special.”
The vibe in the room was collaborative and fast-paced, to the point that the second verse was written in a few hours. “It was like some Quincy-Michael shit,” recalls Watt, “with Bruno jumping in the booth, then her jumping in the booth and going back and forth. There was a point where we were all on guitars and she was on the piano. It was like being in Fleetwood Mac or something.”
From there, Watt and Gaga took what they had worked on and recut her parts of the song, which D’Mile says he fine-tuned with Watt over the next few weeks. In August 2024, Gaga and Mars released “Smile” to instant success — it crowned the Billboard Hot 100 for five non-consecutive weeks and the fastest song to reach a billion Spotify streams.
Love Film & TV?
Get your daily dose of everything happening in music, film and TV in Australia and abroad.
“My whole job centers around like trying my absolute best to make a song that lasts now past a month, you know what mean?” says Fauntleroy. “Our goal is to make a song that has an impact enough that people want to continue to listen to it. And I have no doubt in my mind that this song is going to play longer than our lifespan.”
“All I know is that it feels like a classic song,” adds Watt. “It felt like it from the second that we were making it. And to see it go this distance is so unbelievable.”
SONGWRITERS: Bruno Mars, Lady Gaga, Dernst “D’Mile” Emile II, James Fauntleroy, Andrew Watt
PRODUCERS: Bruno Mars, Lady Gaga, Dernst “D’Mile” Emile II, Andrew Watt
LABEL: Interscope Records
HITMAKERS:
James Fauntleroy, co-writer
Dernst “D’Mile” Emile II, co-writer/co-producer
Andrew Watt, co-writer/co-producer
John Janick, chairman and CEO, Interscope
Steve Berman, vice chairman, Interscope
PUBLISHERS: Mars Force Songs, LLC / BMG Rights Management (GMR); SG Songs Worldwide (BMI)/Sony/ATV Songs LLC; Tailored 4U Music, LLC / DII Music LLC Global Publishing / BMG Platinum Songs (BMI); Lord Fauntleroy LLC (ASCAP); Andrew Watt Music (BMI), Administered by Songs of Kobalt Music Publishing (BMI)
From Variety US