If Vanessa Carlton had her way, her 2002 smash "A Thousand Miles" wouldn't be nominated for the Record of the Year Grammy. Her "Interlude" would be.

"Vanessa Carlton is an incredible talent, but she's also very stubborn," explained A&M Records head Ron Fair, who produced the single. "She was adamant about it being called 'Interlude,' and finally I had to say, 'Look, I'm the president of the label, we're not calling it "Interlude." ' When you're trying to launch a career, people need a handle to pick things up from, and the word 'Interlude' is never in the song."

Carlton had a feeling Fair would say that, seeing as how she got the same feedback while shopping demos of the song to other record companies.

"I'll never forget people's suggestions for other titles," Carlton recalled. "Another label wanted me to name it 'Downtown Tonight.' Needless to say, I didn't sign with them."

Long before arguing over the name of the song, Carlton had greater concerns about what would eventually become "A Thousand Miles," which is also nominated for the Song of the Year Grammy.

In the summer of 1998, she wrote the piano riff that became the centerpiece of the song, but she got stuck.

"I was frustrated with writer's block, so I put the song aside for six months," Carlton said. "Later that year I was doodling on the piano and I played the beginning of what we now call 'A Thousand Miles' for a producer. He stopped me in the middle of the song and asked me what it was. I said, 'Nothing.' He said, 'You have to finish that.' So I finished the song that Saturday night in an hour."

Over the next few years, Carlton played the song and others she had written for a number of record labels and producers, including Fair, who listened to "Interlude" on his morning run.

"I thought it was extraordinary, but also in some respects kind of screwed up as a record," said Fair, who has produced and guided the careers of Christina Aguilera and the Calling. "It didn't press the emotional buttons the way I envisioned it. So I flew her in and we sat at the piano together and reconfigured the arrangement so the heartbeat came in a different way."

More specifically, Fair shortened the instrumental opening, repeated the chorus at different times and added more transitions and time signatures. "It has a lot of starts and stops to it, which makes it hard to achieve a flow, but I wanted to make a really dramatic record," Fair said. "The song is like a mini musical of its own."

Fair also wrote, conducted and recorded the orchestra section, and assembled a veteran band -- guitarist John Goux (Bette Midler), bassist Lee Sklar (James Taylor) and drummer Abraham Laboriel (Paul McCartney) -- to record the song, which took 14 sessions. The one thing he didn't touch was Carlton's lyrics. "They're all hers," he said proudly.

The song, which includes the chorus "If I could fall into the sky/ Do you think time would pass me by/ 'Cause you know I'd walk a thousand miles/ If I could just see you," is about lost love, although Carlton refuses to name who she wrote it about.

"I'll never tell," she said. "He never knew and never will. Actually, I don't even crush him anymore."

She's more open about the opening lyric, "Making my way downtown." "The song is about New York, any street in New York," the 22-year-old singer/songwriter said.

As for the "miles" reference, it was definitely not a nod to the Proclaimers, who sang, "I would walk 500 miles and I would walk 500 more," or the Pretenders, who sang, "He's gone, 2,000 miles."

"I wasn't even thinking about that," she said. "I probably could have been more innovative with the lyrics, but it wouldn't have sounded as good. Less is more. Unless it's mileage, then more is more."

Once "A Thousand Miles" was finished and properly titled (by Fair's nephew), Carlton knew she had something special.

"It was the first song I recorded for my album, and after listening to it I realized I was going to make an album that I was very proud of," Carlton said.

Fair agreed. "I sat on the couch in the studio and played it over and over again and, to tell you the truth, it made me weep," he said. "That's usually my litmus test. If I cry, I know it's a hit."

However, he was nervous the song was too musical, especially since the world had embraced few piano-based pop songs over the last decade. "There's Elton John and all the reference points, but that's really a remarkable achievement to have a hit that sounds unlike anything else," he said.

A panicking Fair decided to play "A Thousand Miles" for his boss, Interscope Geffen A&M co-chairman Jimmy Iovine, who was so enthused by the song that he ordered a video be shot at once. Fair then took the clip to MTV Vice President of Programming Tom Calderone early last year.

"He fell in love with it immediately and said, 'I want to put it on the air now,' " Fair recalled. "We thought, 'We don't have the album done. We're not ready. We don't know what the image is. You know what? F--- it. Do it.' And the rest is history."

By the end of 2002, "A Thousand Miles" had become the sixth-most played song of the year, and Carlton's Be Not Nobody, released in February on Fair's label, was one of the top debut albums.

Carlton may have budged on the title, but she's proud the song never lost its centerpiece.

"My favorite part of the song is the melody of the piano," she said. "It's an ode to my love of classical music ... well, my version of classical anyway."

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