The Story of Milli Vanilli’s ‘Girl You Know It’s True,’ From the Baltimore Group Whose Song They Borrowed

“You have to understand where it came from: from the trash to over 40 million records sold in the world!”

Forget for a minute that the two men you thought sang Milli Vanilli’s “Girl You Know It’s True” didn’t actually perform on that 1989 No. 2 Billboard Hot 100 pop smash-turned-lip-synch-scandal. While you're at it, forget that the so-called Svengali behind the recording and marketing of “True” — German studio wizard Frank Farian — had nothing to do with writing the track, either. 

What if we told you that in addition to fooling the world by pretending to be singers, dancers Rob Pilatus and Fabrice Morvan (with the help of mentor/producer Farian) broke through with a song that was originally written and recorded by another group just a year earlier — who didn’t find out about the cover until it was already unavoidable on radio and MTV?

If you grew up in a certain part of the Baltimore-D.C.-Maryland area in the mid-1980s, you might have heard of the hip-hop group Numarx. The crew of of childhood friends  — Sean “DJ Spen” Spencer, DJ Wayne “Beat Master Moe” Mallory, Kevin “KG” Liles, Darryl “Junie Jams” Mimms and Rodney “Kool Rod” Holloman — spent years trying to break into the local rap game as teens, a local radio show and some self-released singles, before their fortunes took an unexpected turn.

Though “Girl You Know It’s True” — which also featured songwriting by producer/writer Ky Adeyemo (of local R&B hitmakers Starpoint) and a track created by Bill Pettaway, Jr. — was only a modest regional hit for Numarx, the song traveled across the Atlantic, where Farian caught wind of it in a German nightclub. The pop impresario quickly realized he had a potential global smash on his hands. You can probably guess how that went: Numarx weren’t involved in the re-recording of the track, but Farian stumbling onto it changed all their lives forever.

Pettaway, who was still working at an Amoco Gas station as the MV version climbed charts around the world, went on to write and play on landmark albums and singles by Jay-Z, Justin Timberlake, SWV and Missy Elliott, thanks to his decades-long association with superproducer Timbaland. Meanwhile, in large part due to his experience navigating the rights for “Girl,” Liles rose to the upper echelons of the music industry. He’s now a renowned record company executive and former president of Def Jam Recordings, former executive VP of the Island Def Jam Music Group and Warner Music Group, and current co-founder of 300 Entertainment.

Thanks to Liles’ decision to split the profits five ways among its writers and producers, and the original crew holding on to their rights, the remake is the gift that keeps on giving. In an only-in-Hollywood story, Billboard brought together the original “Girl” team for a retelling of the chance telemarketing call that changed everything in an instant, after a track destined for the literal garbage heap turned into one of the biggest hits of the decade. 

"ARE YOU CRAZY? THIS IS KILLER!" 

DJ Spen: We’d been doing hip-hop stuff as Numarx since 1982… I started as a DJ, then Kevin came in as an MC and we added DJ Junie Jam, and we had a five-man crew that was kind of popular around here. We had radio segments that would get play around here, which is how Bill got to know who we were. 

Bill Pettaway Jr.: I’d tried to hook up with them [Numarx] about five years earlier because they had a mix show on Z103 and I called the station manager, but I never had any luck getting in touch with them. I wanted to work with them because it seemed like we’d work well together.

DJ Spen: Me, Kevin and Wayne worked at World Connections Travel selling time shares — we were still in high school — and we’d go there after school and goof off and look for leads. One night Kevin starts talking to this guy… he’s a musician who we find out is Bill Pettaway. 

Pettaway: I was in my basement where I did music every day and the phone rang — it was a young lady, a telemarketer who I never met and I still couldn’t tell you who she was until today. She asked me about a time share and I wasn’t interested, and I said, “Maybe later after I’m done working.” She asked what I was doing and I told her I was making music. “I have someone you should talk to,” she said. “His name is Kevin and I’ll have him call you, he has a group named Numarx.” 

Kevin Liles: I could try to recreate how [Bill and I] met and it would never happen again in my life. 

Pettaway: Kevin called me back and he was very direct and said, “let me hear something.” So I played him some stuff and he said, “let’s hook up.” The next day they came down from Baltimore and came to my basement and I listened to their stuff. 

The first or second time we got together, they said they wanted me to produce their album and we started working on music. The first track we worked on was “Rhymes So Def” and the second was “Girl You Know It’s True.” 

Spen: That track, “Girl,” was the one where you were like, “Yo, dude, what is that?” And Bill was like, “You want to save this?” I was like, “Are you crazy? That is killer!” 

Pettaway: Kevin had some of my cassette tapes, and he accidentally put one on and I said, “That’s junk.” I had thrown it away. And he said, “No! That’s it! We have to work on that!” I had no idea that song was a hit.

Ky Adeyemo: It’s true, the original song came out of the trash, literally. Bill threw it away. Kevin Liles came over the house one day and pulled it out of the trash and said, “Let’s work on that.” 

Liles: He played the record and I said I had the melody for it. “It’s ‘girl you know it’s true.’ I know what it is. I might not have the whole thing together, but I’ll write the raps, I’ve got the [sings] ‘girl you know it’s true…’” 

Spen: We went home and wrote to it and presented it to Bill and forced him to be like, “Cool.” We went into the studio and recorded it, and got one of the guys from Starpoint [Adeyemo] to help us create a hook. 

Liles: Part of my youth was always to tell the truth. I was in love and I didn’t have a record on the album album that fit what I wanted to say. I was 15-16 when that song came out in 1987 on Studio Records… at that moment in my life, in my truth, it was meant for me to tell that girl, “I want you to know it’s true, I’m in love with you.” 

Myself and my rapping partner, Rod Holloman, wrote the second verse, but I sounded so good on it that we decided to let me do the whole song myself. But the lyrics, the chorus, everything was built out of my truth at that time in my life… If you gave Milli Vanilli that track, they wouldn’t have wrote what I wrote. Period. 

Pettaway: We worked on that song — which was then called “I’m In Love Girl” — at Studio Records, and I said it wasn’t strong enough, but good for what it was. So I asked Ky for his help, and he came in and we would all get into the studio when we got off work. 

I was living in Annapolis, and they were from Baltimore, and the studio was in Capital Heights, Maryland. So we’d start at 10 p.m. or 1 a.m. at night and we’d finish at three or four in the morning and then I’d drive all the way back and go to work again at the gas station. I did all the music and Spen did that breakbeat in there and we all counted on each other’s experience. 

Adeyemo: One of the Numarx’s big influences was LL Cool J’s “I Need Love,” and this was their take on that. 

Pettaway: The guys were leaving the studio at two or three in the morning and Ky was like, “Now it’s time to work!” They started singing the song and got to the “so in love girl” part, and Ky said it had to be different — like, “What about, ‘I’m in love girl, so in love girl… girl you know it’s true,’” and then something else had to come after. He said, “Just sing something like ‘Ooh ooh oooh I love you,’ and I was like, “That’s it!” 

We put it together as a demo and released it and I thought nothing of it. He kept saying, “You don’t know how big that song is.” I just thought it was a dorky song. 

Spen: It started in Baltimore and D.C. and Virginia was on it, Philly was on it, dudes in Chicago were playing it — but it probably never got a lot further North than that [or further] South than Atlanta. It was a regional, decent hit. You might hear it on midday radio. It never really happened for us as a unit, we just couldn’t get another one happening after this whole thing. I think we sold about 8,000 copies of that record for an independent label nobody heard of [Studio Records] out of D.C.

The head of the label came to us one day and said a company in Germany, Cooltempo Records, picked up our record, and then another label picked it up and put it out — and they were looking for us and trying to work out a deal for us as artists. They were offering X-amount of dollars and [the rest of the group] were like, “That’s not enough.” But I’m 16-17 at the time and I’m like, “Are you joking?! You better take that money and let’s go prove ourselves!” 

Pettaway: I didn’t have a problem with getting paid, thanks to my parents. When they offered me $500, my mother said, “if they offer you that much it’s worth much more, don’t sell it.” Then, a few days later they offered $5,000. I said, “you were right! It’s more!” My father said, “if they offer you $5,000 that fast it’s worth way more and you’re not selling it.”

Spen: That was the last we heard of it. And the next thing I heard, probably six months later, I got a phone call from someone saying, “Somebody stole your song!”

"IS THIS THE MUSIC BUSINESS?'

Pettaway: I kept doing what I was doing, working at the gas station, and maybe a year later I hear a song that sounded like it on the radio. I said, "They had the same ideas I had!” Then I said, “Wait, that sounds pretty close to everything I did.”

Liles: Since then I’d put out other records, started my own label and I thought nothing else would happen with the record. I’m laying in my room with my girlfriend [not the one he originally wrote it for] and I’m falling asleep and she says, “Kevin, isn’t that your record?” And I said, “yeah, they play it on the radio all the time.” But she said, “No, but this is on MTV!” I said, “I never made a video.” So I woke up and it was Milli Vanilli singing my song! 

Spen: I’m in Baltimore City and we didn’t even have cable there. I was getting all these calls saying someone is stealing our song, these guys jumping around with dreadlocks. We only had three or four TV stations at the time, so when I turned on ABC and saw someone singing our song, I was like, “Whoa!” That’s how I discovered it.

Pettaway: A friend of mine said, “I heard your song on the radio.” But I never heard it until a guy from Germany got in touch and said, “I love your song.” I said “the Numarx one?” and he said, “No, Milli Vanilli.” I’d never heard of them, but the song was playing and playing and getting bigger by the day. The next thing you know people were showing up at the gas station, saying, “Your song is really big.” Then I heard it again and I said, “That is MY song!” 

Liles: My first reaction was, “Is this the music business? I write a song, put it out and someone can just take it from me?” It was at that moment in time in my life I said, “I don’t want to be in the music business, I want to be in the business of music.”

Adeyemo: At the time we didn’t know who the producer was but we saw the album or the 45 and it had these two guys on it… Then the rumors came out and we were like, “they can’t even speak English!” [Laughs.]

Liles: A guy named C.W. Shaw [the rapper on the Milli Vanilli version, Charles Shaw] sent me a letter saying he was an Army guy from Houston living in Germany and said “I’m the voice of Milli Vanilli.” I’m like, “What the f–k? What is going on?” He said, “I heard the record when you guys put it on on ZYX” — that was the label that put our version out [overseas]. I didn’t even know my version of the record was out in London on Bluebird, or in Japan. I come to find out that the guy who owned Studio Records had licensed it to those territories without getting my approval.

Adeyemo: Then it got to Milli Vanilli, they recorded it and the owner of the company sold it [without our knowledge]. Bill and I copyrighted it, he sold it to a guy in Europe at Bluebird Records, it became an underground hit in Europe and Farian went in the studio and copied it. All Frank did was take the back hook [“Girl you know it’s true, my love… ooh ooh ooh I love you”] and put it with the other hook and the rest is music history. 

Liles: On top of that, [the Studio Records owner] got a call from Frank Farian who said, “I would love to remix this record with Numarx and make it a bigger and better record.” Frank said he just needed me to get out of the contract. But the guy said no, because he had already licensed the record. 

So who knows? Maybe Frank Farian and I would have gotten together… that’s how dynamic the story is.

Adeyemo: As a musician, I had been in the business at that point for seven or eight years and I’d gone through 10 albums, had a hit with “Object of My Desire” on Starpoint’s seventh album. But then we had no other hits after that then [“Girl”] came along. I was eternally grateful because it became a bigger hit than anything I had with my group. I wasn’t mad about it, I was very grateful that he did it. 

Liles: It took me on a path to learn everything… I’m suing Arista, Frank Farian, everybody at 18 years-old. I’m going through all kinds of s–t with people. I always said, “if someone can take a record of mine and I sell 100,000 copies but they sell 18 million copies? Jesus Christ! We’ve gotta start looking at this.” [Editor's note: In an email follow-up with Billboard, Liles explained that he filed suit against "anyone affiliated with the distribution and recording of" his copyrighted material. He said he got the proper credit and was compensated for his due royalties, with all five "Girl" songwriters gaining appropriate credits on the Arista Records version of the debut Milli Vanilli album.] 

Spen: We didn’t hear anything else from our lawyer until 1989 and he said, “I have good news, come to my house and we’ll have dinner and I’ll explain stuff… you’ll be real happy.” It took a toll, though, because only three of us [in Numarx] wrote the song — two of us didn’t and the group was kind of imploding. [Editor’s note: according to Liles, he and Holloman worked on the song’s verses and he collaborated with Adeyemo on the hook and Spencer and Holloman produced the track, which is why only three members of Numarx were credited]. 

Me, Kevin and Rodney went up there, and the lawyer laid on us how much we’re gonna take in, and for us it was huge… to the point where we could buy houses and cars and stuff.

Pettaway: I retained my rights… and I got a lawyer and they did the paperwork. Farian called me a few times and they wanted to do more music, but I didn’t give them any… After it started getting popular I got lots of calls from outside publishers, which I ignored. I registered the song to protect it at 100% and we all split the song fairly five ways. 

Liles: We retained the rights to everything [on our song], 100%. We got everything… If you notice something about the splits on the record, I gave everyone an equal share. I always wanted to operate from a sense of transparency and trust. It was split five ways — Rodney, who wrote a verse with me, I wrote the hook, Bill did the beat, Ky and Spen, who was my DJ, was in the room. This was something we all had to share in. 

Adeyemo: We got paid, oh yeah.

"YOU GOTTA SING THE MOTHERF–KER!" 

Spen: We were destroyed, plain and simple. We were really upset. As a hip-hop group we’d been together for five or six years and we tried to make music for the street. That’s all we knew. We wanted to do what LL Cool J and Eric B. and Rakim were doing and all of a sudden… Milli Vanilli was the complete antithesis of that. What is happening? 

Adeyemo: It was just marketing. The guys looked good and girls were gonna like it. It’s just unfortunate that it blew up in [Milli Vanilli's] face when they wanted to sing on the next album.

Liles: I don’t think Clive [Davis] knew all the nuances, but he knew what the song was. Clive, like any music man, [knew] this record will be big around the world… He saw something that was bigger than a record, he saw an opportunity to really ignite a new form of commercial rap. Because he wasn’t competing with the Run-DMCs, that wasn’t his thing. He was more of a singer/songwriter guy.

Spen: I didn’t know what to think about [Milli Vanilli]. To us it was like a pop version of what we were doing and we were trying to be street. So for us in a weird way it was like selling out… In a weird way that took a toll on the group dynamic of five guys trying to do something, and every time you turn around something is happening that is defeating you and not positive, and it works at your core and you just wonder, “Is it worth it?” 

Liles: What they heard [with Numarx’s “Girl”] was a record from a group of kids and a producer out of Maryland that didn’t really know the music business. They added a worldly sound to it with a worldly look, and they shined the diamond up. They knew what it was. I knew what it was! From the tape to putting the hook on it to Rod and I writing the raps, to Ky and Frank Farian, everybody knew what it was. The song from the inception was a topic that could travel around the world. It was about love, and it had a sense of truthful rap music around that time. 

Spen: One time they [Milli Vanilli] came to Baltimore and I wasn’t interested in going, but Kevin was like, “Let’s meet them!” I just thought, “For what purpose? They probably won’t know who we are.” But Kevin went and he did meet them.

Liles: I met them one time. They didn’t want to meet me. They were in my hometown [Baltimore], and I’m looking on in awe like, “These guys are doing my song?” I felt something funny about the show. I’m looking, saying, “Are they mouthing? It just don’t feel honest.” I was hoping I could get to meet them, like, “Hey guys, I kind of wrote your biggest record in your career.” and they told me no. I think it was their handlers that said no. That’s all I know about them.

Pettaway: We didn’t really follow it and we didn’t care they had the Grammys. They said I was invited to the Grammys, but I didn’t want to go. I didn’t care, I had to go to work. I worked at that gas station until Timbaland told me to come with him in the early 1990s. 

Liles: When the MTV thing happened [MV's pre-recorded track famously got stuck on a date on the Club MTV tour in 1989] I knew it was over. When the record started skipping. That was when I knew something wasn’t right. When Shaw sent me the record I knew something wasn’t right and then I did more research, but I didn’t have facts. But when that happened I said, “awww… s–t.” 

Adeyemo: The MTV thing was quite hilarious for us. As musicians we go out and play live with no tapes or anything. I knew at one point the truth would come to light, and people would realize they couldn’t be singing this and they didn’t speak a lick of English. 

Spen: Long story short, that was the end of it. Every now and again I’ll get BMI checks and publishing checks that look pretty good. 

Liles: Another thing I haven’t talked about: They had called me to write more records for them. I had written three more records to go on their next album. It wasn’t like it was a bad relationship. I said, “Cool, I’ll be a writer.” I never got a chance to meet them. Me and Clive laugh about it now.

Adeyemo: I wrote a song for [1994’s] Real Milli Vanilli album, “True Love.” Over the years Fab developed his singing and he became a lot better, but I don’t know if Rob could really sing — he could rap. Fab pulled it off and is still doing it to this day, but we’re not in touch. I met him once at a music convention in D.C.

Spen: Would [the lip syncing] be as big a deal today? Paula Abdul and Mariah Carey did some lip-synching, or singing to a track, but that’s different because Mariah Carey speaks English, and she can sing. Milli Vanilli couldn’t at that point.

Liles: You know damn well I wouldn’t [sign an artist like Milli Vanilli today]. I wouldn’t have done it then, by the way. If I would have known they weren’t singing, I wouldn’t have gave them the record. I come from a place of, “You cut me open I’m hip-hop. I’m lyrics and beats.” It’s not about that. You can not write it, and not produce it, but you gotta sing the motherf–ker! At least sing it!

Adeyemo: The fact is it’s a great album and it stands the test of time with the song. It was reported when it came out that it sold 40 million records… that’s Michael Jackson numbers. There’s substance to those songs, you can’t argue with that. You have to understand where it came from: from the trash to over 40 million records sold in the world! That’s something. 

Liles: It got me into the business in a way — I wouldn’t know it like I do now [otherwise]. I really realized why people want to be writers and producers and not artists. You don’t have to go performing every night, you could write the biggest record and give it to a great artist and they could do all the work while you are staying in the studio writing the records… Through all of the tears and the love and the lawyers, it brought me to interning at Def Jam and the rest is history from there.