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The song was written in 1974 by Donna Weiss and Jackie DeShannon. DeShannon recorded the song that same year on her album New Arrangement. In this original incarnation, the track is performed in an "R&B lite" arrangement, featuring a prominent uptempo piano part, as well as flourishes of pedal steel guitar and horns. However, it was not until 1981, when Kim Carnes recorded her version of the song in a radically different synthesizer-based arrangement, that "Bette Davis Eyes" became a commercial success.
According to producer Val Garay, the original demo of the tune that was brought to him sounded like "a Leon Russell track, with this beer-barrel polka piano part." The demo can be heard in a Val Garay interview on TAXI TV at 21:50. Keyboardist Bill Cuomo came up with the signature synth riff, using the Sequential Circuits Prophet-5 synthesizer, which now defines Carnes's version. The song was recorded in the studio on the first take.
Bette Davis, then 73 years old, wrote letters to Carnes, Weiss, and DeShannon to thank all three of them for making her "a part of modern times," and said her grandson now looked up to her. After their Grammy wins, Davis sent them roses as well.
The song was ranked at number 12 on Billboard's list of the top 100 songs in the first 50 years of the Billboard Hot 100 chart. Cleopatra Records released a re-recording of the song as a single in 2007.
The video, directed by Australian film director Russell Mulcahy, received heavy airplay when it premiered.
The video stars with a leaning figure draped in black at the center of a dance hall. The drape flies out to reveal Kim Carnes wearing sunglasses as she sings the first verse. In the first chorus, she performs with a band; halfway dancers enter the hall. In the second verse, the dancers make slapping and floor-pounding dance motions. They disappear and reappear in the second chorus. The song finishes with the dancers making dance motions while approaching Carnes; the band is already gone when the video ends with the black-draped leaning figure. A shadowed silhouette of Bette Davis smoking a cigarette appears throughout the video.
There is much confusion over whether the lyrics are "she knows just what it takes to make a crow blush" or "... pro blush". Jackie DeShannon sings "crow" in her version, and Kim Carnes recorded it as "pro." Others have misheard the lyrics as "she knows just what it takes to makes a girl blush," suggesting a bisexual undertone, although this was unintended by either DeShannon or Weiss.