Pasta, red wine, and rock and roll—Gaga collaborators Mark Ronson and Hillary Lindsey share how the LP came together
Credit: Collier Schorr

Mark Ronson can count on one hand the number of hours he’s slept in the past week. He’s been scrambling to put the finishing touches on Lady Gaga’s new album — re-doing background vocals, recording with a live band, mixing and mastering the songs. “This is what happens during crunch time,” he tells EW on a recent September evening. “I imagine it’s the sort of mayhem that surrounds the finishing of The Life of Pablo or something.” Rest is not on the horizon—after leaving the studio, he’s flying to London for a gig — but he’s running on fumes. “When the music is really great, you’re excited all the time,” he says.

Especially when it’s new music from Lady Gaga, who quickly established herself as one of pop’s most thrilling entities when she arrived in 2008 with an arsenal of out-of-this-world outfits. But when the singer returns with her fifth LP, Joanne, on Oct. 21, she’ll be experimenting with something totally new: normality. Drawing on rock and country influences, she’s now penning heartfelt lyrics about relationships and family. It’s just the latest evolution for one of pop’s most unpredictable stars, who has recently explored everything from jazz (the Tony Bennett duets album Cheek to Cheek) to television (a Golden Globe-winning stint on American Horror Story: Hotel). But for an artist who staked her career on flashy pop anthems with a Warholian sensibility, this is a risky move — especially considering her last solo album, 2013’s polarizing ARTPOP, was a critical disappointment.

Still, Gaga’s confidants say the new music will quiet any doubts. “Whatever your preconceived notions are, the minute you meet her and see the piano or the guitar and see how real or legit she is, everyone is like, ‘Oh, f—, I want to give her the best song I’ve ever written,'” Ronson says.

An uptown origin story

If the thought of Gaga making an entire album with the “Uptown Funk!” guy sounds weird, it shouldn’t — Ronson and Gaga actually go way back. They first crossed paths in 2009, when the rapper Wale, who was signed to Ronson’s Allido Records, collaborated with the then-rising pop star on his song “Chillin.” “It just felt very familiar from the start,” Ronson says. “We both grew up in New York 10 blocks from each other. I’m older, but you do all the same sh–: drink beer out of paper bags on museum steps. She was like anyone I could have been friends with growing up.”

The two ran into each other again last year, and a few months later Gaga approached him about hitting the studio together. Ronson was as surprised as anybody: “Of course you’re like, ‘What kind of music would I make with somebody who has such a defined sound and personality?’” Once they got into the studio, however, any concern about what they’d create quickly disappeared. “Some of my favorite songs I’ve ever written came out in the first week,” says Ronson, who executive produced the set. “It’s amazing, because you play three chords for her and all of a sudden she starts spouting off the most gorgeous melodies and catchy hooks you’ve ever heard.”

An unlikely team

Once the record started taking shape, Ronson brought in what he calls his “extended musical family,” including producer Emile Haynie (Lana Del Rey) and Kevin Parker of Australian psych-rock outfit Tame Impala. The latter dropped by with an unfinished demo he had titled “Illusion,” which evolved into the album’s first single, “Perfect Illusion.” “We all sat down and Gaga just started flying with the lyrics and melodies,” Ronson says of the song’s creation.

Other Joanne guests include Florence + the Machine’s Florence Welch (who duets with Gaga on “Hey Girl”), Father John Misty (who contributed to “Sinner’s Prayer”), and Beck (who came by the studio after Ronson and Gaga ran into him during a night out). Gaga and Ronson also called on producer BloodPop, best known for working on Justin Bieber’s “Sorry,” to help polish the raw material. “[He] was a really amazing change in the whole sound,” Ronson says. “He took the stuff that we were writing that was all classic and took it to this wonderful modern place, adding beautiful arrangements and chords and wild strings.”

One day, BloodPop was playing around with a vocal-sample melody that reminded Ronson so much of his favorite rock band, Queens of the Stone Age, that he wrote a letter to frontman Josh Homme inviting him to come hang out and maybe play on some songs. Homme ended up co-producing several tracks in addition to playing guitar and drums. “I don’t even know what we’ve done to deserve Josh Homme as our side axeman,” Ronson says. “The things he does with a guitar, no one else can do.”

A touch of Nashville

Perhaps the most unexpected creative force on Joanne is Nashville songwriter Hillary Lindsey, best known for co-penning Little Big Town’s “Girl Crush” and Carrie Underwood’s “Jesus, Take the Wheel.” The two were introduced by Aaron Bay-Schuck, an A&R executive at Gaga’s label, after he heard early Joanne material. “Aaron said [Gaga] was really digging into writing some real, true songs about her life,” says Lindsey, who co-wrote three songs on Joanne: “A-Yo,” “Million Reasons,” and “Grigio Girls.” Though Lindsey had previously written for pop stars like Miley Cyrus and Shakira, getting a call about working with Gaga left her speechless. “I probably dropped my cell phone,” she says.

Despite their radically different careers, finding common ground was easy. Before they even started writing, Gaga invited Lindsey over just to hang out and get to know each other. “Lord, we would have gotten in a lot of trouble in high school together,” Lindsey says. Sometimes the two bonded over glasses of wine at Gaga’s home in L.A. and laughed like “little schoolgirls.” Other moments were more somber: When Gaga played her the title track, named for the late aunt whose death deeply affected her family, the singer broke down on the couch. “Her mom cried and came over and put her arms around her,” Lindsey says. “I started tearing up.”

According to Lindsey, Gaga spoke candidly about her personal life — they first worked together in June, the month before Gaga and boyfriend Taylor Kinney ended their engagement — and their conversations often directly inspired the music. “She said so many things [where] I was like, ‘That’s a song!’” Lindsey says. “And then she’d say something else, and I’d be like, ‘That’s a song! That’s a song!’”

A taste of home

The sessions for Joanne were loose and informal — Lindsey and Gaga even wrote one song around her kitchen table while sharing a plate spaghetti. While Lindsey played guitar, Gaga hammered out lyrics on an old-school typewriter. “She had [the typewriter] in L.A. and she also had it in the studio in New York,” Lindsey says. “I don’t know if she’s got two or if it travels, but I absolutely loved that.”

Food was never in short supply, either. “She’d be late to the studio and send me a text like, ‘I’m so sorry, I’m just marinating the chicken!’” Ronson recalls. “Most of my memories [of making Joanne] are non-musical and warm of fuzzy, just her over the oven, dressed like a ‘50s girl from the ‘Leader of the Pack’ video, preparing breaded chicken. She took care of everybody.” That meant doing all the dishes as well: “I was like, ‘You know you don’t really have to do that.’”

A warm welcome back

So far, the world seems ready to embrace the Gaga-next-door. “Perfect Illusion” debuted at a solid No. 15 on Billboard’s Hot 100 and has been well-received by radio. “It was the most added record by a lot [in its first week],” says iHeartMedia programming exec John Ivey. “She’s done a great job of reinventing, truthfully.”

But while the song embraces guitars and left-field production, fans of Gaga’s early songwriting should still find plenty to love on Joanne too. “It’s not by any means a rock record,” says Ronson. “She loves her fans and all those people who supported her from the beginning. For her, it’s not about, ‘F— them, I’m done with that, I want to do this now.’ In the studio, she’s always like, ‘Maybe we put that little Fame Monster hook in there.’ There’s definitely a lot of that in there.”

Lindsey agrees: “If we are talking about the style of music, this record is not country by any stretch of the imagination,” she says. “It has some folk influences at times, maybe some acoustic guitar, but that doesn’t necessarily mean it’s country.” If anything, Joanne will finally offer unprecedented and unfiltered access to the woman born Stefani Germanotta. “I hope fans hear it for what it is: Lady Gaga speaking from the heart,” Lindsey says. “She can show the world that she doesn’t need all the tricks. She can still grab you and have you in the palm of her hand.”

A version of this story appears in this week’s issue of Entertainment Weekly — buy it here now. And subscribe for more exclusive interviews and photos, only in EW.