VH1's Top 50 Musical Muses

Lyric obsessives like us are always parsing through lines and phrases of songs to get a better understanding of our favorite musicians. What inspires them? What causes them consternation? Who do they constantly dream of having sex with? Well, we'll let you in on a little secret: Musicians are just like us! They interact with people in their everyday lives that they end up thinking about on a pretty constant basis. Friends, co-workers, loves, fantasy objects -- these interactions, either real or imagined, with all of these types of individuals have provided the inspirado for a number of our favorite songs of all-time.

The VH1 Tuner team compiled this list that's dedicated to those who inspired some of our favorite tracks of all-time: Our Top 50 Musical Muses. From steamy, illicit affairs (Amy Winehouse wrote "Me And Mr. Jones" about Nas!) to bitter breakups (Full House star Dave Coulier is still catching heat for being the target of Alanis Morrissette's "You Oughta Know"), from blatantly obvious dedications (Toto naming their Rosanna Arquette ode "Rosanna") to coded sexual dedications (Did you know that Beyoncé's "Ego" is about Jay-Z's package?), this list is guaranteed to give you new insight into some of history's most popular songs.

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SONG: "Ego"

ARTIST: Beyonce


I mean, have you LISTENED to the words? "It's too big / It's too wide / It's too strong / It won't fit." Hmmm, what else could Bey be singing about besides Jay's junk?—MDG

SONG: "All Too Well"

ARTIST: Taylor Swift

MUSICAL MUSE: Jake Gyllenhaal

Mere seconds after this song off Taylor's RED leaked, it rocketed to the top of the All-Time Harshest Kiss-Off Tracks Of All-Time list. Our own Kate Spencer did some exhaustive analysis proving that "All Too Well" is about Jake Gyllenhaal, which gives additional emotional resonance to lines like "Hey, you call me up again just to break me like a promise / So casually cruel in the name of being honest." (At least for those of us that read US Weekly!)—MDG

[Photo Credit: Getty Images/US Magazine]

SONG: "Me And Mr. Jones" (2006)

ARTIST: Amy Winehouse


The "Mr. Jones" in the title refers to Nasir Jones, better known as Nas, who shares her birthday ("9 and 14", September 14th). Although they two hadn't met at the time she recorded the song, they became great friends in the wake of it, and collaborated on several tracks together.—J.R.

[Photo: Getty Images]

SONG: "Kim" (2000)

ARTIST: Eminem


The rapper's relationship with his estranged wife/baby mama was notoriously dysfunctional. And on this blistering track, Em let out a torrent of rage-filled, murderous verbal abuse -- he even pretended to slit Kim' throat, and then screeched, "Bleed, bitch, bleed!" Ah, young love.—T.W.

[Photos: Getty Images]

SONG: "Sweet Caroline" (1971)

ARTIST: Neil Diamond

MUSICAL MUSE: Caroline Kennedy

It's odd for a sporting events classic to be inspired by a president's daughter, but here we are. Apparently, the soft rock crooner wrote the track for Caroline Kennedy, JFK's little girl, who was eleven years old at the time (creepy?). We do love that he serenaded her with a version of the song at her 50th birthday party in 2007.—T.W.

[Photos: Getty Images]

SONG: "Don't Speak" (1996)

ARTIST: No Doubt


Legendary frontwoman Gwen Stefani wrote this breakup song about her ex-boyfriend Kanal, who also happened to be her bandmate. We can't imagine how <em>awk</em> this situation must have been for her -- performing next to the guy who dumped you after seven years! -- but at least it spawned one of the biggest smashes of the decade!—T.W.

[Photo: Getty Images]

SONG: "Red Headed Woman"

ARTIST: Bruce Springsteen

MUSICAL MUSE: Patti Scialfa

Bruce Springsteen cataloged the emotional fallout from his divorce from supermodel Julianne Phillips on the devastating Tunnel Of Love, but by the time he got around to performing on MTV Unplugged in 1993, he had moved on to the woman that would become the love of his life: His flame-haired, E-Street Band soulmate Patti Scialfa. He dedicated the opening song of that set to his wife, a song that contains some lewd (by the Boss' standards, anyway) descriptions of what it's like to "get your tires rotated" by a red headed woman.—MDG

[Photo Credit: Getty Images]

SONG: "A Long December"

ARTIST: Counting Crows

MUSICAL MUSE: Courteney Cox

It seems impossible to believe now, but there was a period of time in the mid-90s where Counting Crows lead singer Adam Duritz was Hollywood's most eligible bachelor. After dumping Jennifer Aniston, Duritz went on to date her Friends co-star Courteney Cox and penned this romantic, "come visit me PLEASE" love song for her. Cox returned the favor by appearing in the music video. (Watch the video for "A Long December")—MDG

[Photo Credit: Geffen Records/VEVO]

SONG: "It's About Time"

ARTIST: The Lemonheads

MUSICAL MUSE: Juliana Hatfield

We know for a fact that Evan Dando and Juliana Hatfield have been both friends and bandmates, but rumors about them being lovers have swirled around the pair since the alternative rock boom of the early 90s. "It's About Time" was a song that many theorized was penned as an attempt for Dando to get Hatfield, who had somewhat infamously proclaimed herself as a virgin, into the sack. Dando didn't put it quite that way when he played the song for acoustic for MTV, instead declaring "It's about Juliana Hatfield. Myself and my friend are trying to write her autobiography."—MDG

[Photo: Getty Images]

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SONG: "Rosanna" (1982)


Musical Muse: Rosanna Arquette

A double whammy! The woman who inspired Peter Gabriel's "In Your Eyes" also stole the heart of Toto's Steve Porcaro, resulting in this soft rock standard.—J.R.

SONG: "Uptown Girl" (1983)

ARTIST: Billy Joel

MUSICAL MUSE: Elle Macpherson

Although most people assume the song was written about his supermodel wife Christie Brinkley, it was actually written even earlier for his supermodel girlfriend Macpherson. He rededicated the hit to Christie after he wed, otherwise it would have gotten a little weird in concerts.—J.R.

[Photo: Getty Images]

SONG: "Philadelphia Freedom" (1975)

ARTIST: Elton John

MUSICAL MUSE: Billie Jean King

Elton wrote the tune as a homage to his friend, tennis star Billie Jean King, who played for the Philadelphia Freedom team. Sadly, Billie Jean did not go on to inspire the Michael Jackson song.—J.R.

[Photo: Getty Images]

REM Andy Kaufman

SONG: "Man On The Moon" (1992)


MUSICAL MUSE: Andy Kaufman

Michael Stipe's lyrics contain a number of references to anarchic comedian Andy Kaufman, who died a premature death in the mid '80s. There are some fans out there who believe Andy may have faked his own death, and judging by the lyrics, it seems like Stipe may be one of them. The song was used as the title (and theme) of the 1999 Kaufman biopic staring Jim Carrey.—J.R.

[Photo: Getty Images/NBC]

SONG: "Layla" (1971) and "Wonderful Tonight" (1979)

ARTIST: Eric Clapton


Eric Clapton wrote the yearning "Layla" while pining for his best friend George Harrison's wife, model Patti Boyd. Then years later he got his way, and doodled "Wonderful Tonight" while (impatiently) waiting for his new bride to finish getting ready for a night out. Patti also inspired George to write the classic Beatles ballad "Something" , which pretty much makes her the most successful musical muse of all time, no?—J.R.

[Photo: Getty Images]

SONG: "It Ain't Over 'Til It's Over" (1991)

ARTIST: Lenny Kravitz


Breakup songs rarely come packed with this much Philly soul! Lenny borrowed baseball great Yogi Berra's famous expression as his marriage with Lisa Bonet dissolved. But 1993, it was indeed, over.—J.R.

[Photo: Getty Images]

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SONG: "Cry Me A River" (2003)

ARTIST: Justin Timberlake

MUSICAL MUSE: Britney Spears

Although it's never been proven, this cut from JT's debut solo album was rumored to be about his fellow Disney sweet-heart's cheating heart.—J.R.

SONG: "Chelsea Hotel #2" (1974)

ARTIST: Leonard Cohen


This classic from the Great Canadian Songbook is rumored to have been inspired by a secret affair with Joplin that took place at the iconic New York hotel. Cohen himself used to allude to as much while performing the song live, but as since regretted telling the story about the late great singer.—J.R.

[Photo: Getty Images]

SONG: "You Haven't Done Nothin'" (1974)

ARTIST: Stevie Wonder

MUSICAL MUSE: Richard Nixon

We'd hesitate referring to the disgraced ex-President as a "muse", but he did inspire Stevie to write this brutal set of lyrical accusations, punctuated by cheery "DOO WOP"s delivered by the Jackson 5.—J.R.

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SONG: "Still Into You" (2013)

ARTIST: Paramore

MUSICAL MUSE: Chad Gilbert

"Can't count the years on one hand that we've been together/I need the other one to hold you, make you feel better." Frontwoman Hayley Williams has admitted that the heartfelt words were penned with her boyfriend Chad Gilbert, the guitarist of pop punk band New Found Glory, in mind.—J.R.

SONG: "Hey Jude" (1968)

ARTIST: The Beatles

MUSICAL MUSE: Julian Lennon

Paul McCartney wrote the 7 minute epic on a car journey to visit John Lennon's soon-to-be ex-wife Cynthia and young son, Julian. The words were meant to offer hope and cheer to the boy in face of his parent's impending divorce, but along the way "Hey Jules" morphed into the more familiar title because it's easier to sing.—J.R.

[Photo: Getty Images]

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SONG: "Sweet Child O' Mine " (1987)

ARTIST: Guns 'N' Roses

MUSICAL MUSE: Axl Rose's girlfriend Erin Everly

Slash originally wrote the song's signature lick while goofing around in the studio, but as soon as they realized they had a hit, Axl got down to writing some sentimental lyrics about his then-girlfriend. The rest is Guitar Hero history.—J.R.

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SONG: "Drops Of Jupiter " (2001)


MUSICAL MUSE: Lead singer Pat Monahan's mother

Train frontman Monahan revealed during out Behind The Song series that the record busting single was inspired by a dream of his late mother, who had recently lost her battle with cancer. "She was swimming through the planets and came to me with drops of Jupiter in her hair," he says. He woke up with the opening verse in his head and wrote the song from there.—J.R.

SONG: "Dear Prudence " (1968)

ARTIST: The Beatles

MUSICAL MUSE: Mia Farrow's sister, Prudence

In 1968, the Beatles attended a Transcendental Meditation retreat in India alongside several other famous faces, including Mia Farrow and her sister, Prudence. The girl apparently turned into a recluse, meditating nearly 24 hours a day and refusing to leave her room. John Lennon played this song outside her door to try to coax her to come out.—J.R.

SONG: "Bleeding Love"

ARTIST: Leona Lewis

MUSICAL MUSE: Katie Cassidy

Before you jump to any sapphic conclusions, Leona Lewis's hit ballad,"Bleeding Love", is in fact about actress Katie Cassidy, but that's because it was co-written by Cassidy's ex-boyfriend, Jesse McCartney, and Ryan Tedder. McCartney and Cassidy dated for about three years until McCartney reportedly "screwed it up" and since that time pretty much all of his songs have been about the pair's doomed romance.—M.OK

[Photo Credit: Getty Images]

SONG: "Moses"

ARTIST: Coldplay

MUSICAL MUSE: Gwyneth Paltrow

When Chris Martin debuted "Moses" during a Coldplay concert, tabloids had only just started to print the news that he and future wife Gwyneth Paltrow were an item. He introduced the song by saying it was "about falling in love with the most beautiful woman in the world." Years later, the couple would name their second child and first son, Moses, after this song.—M.OK

[Photo Credit: Splash News]

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SONG: "Bathwater"

ARTIST: No Doubt

MUSICAL MUSE: Gavin Rossdale

Like most of the songs on No Doubt's album, Return of Saturn, "Bathwater" refers to the early days of lead singer Gwen Stefani's angsty relationship with Bush frontman Gavin Rossdale. The couple is married and have two sons now, but when they first met on tour, Stefani was overcome with a mix of awe for her rockstar boyfriend and paranoia about the status of their long-distance relationship.—M.OK

SONG: "You're Still The One"

ARTIST: Shania Twain


Former metal producer Mutt Lange discovered struggling country singer Shania Twain in the early 90s and produced her breakthrough album, The Woman In Me. The album made Twain and international superstar and the couple fell in love and got married, but there were naysayers who said that Twain was using Lange to further her career. In response to these criticisms, Twain wrote this now legendary ballad about how their relationship had proved the critics wrong.—M.OK

[Photo Credit: Getty Images]

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SONG: "Mirrors"

ARTIST: Justin Timberlake

MUSICAL MUSE: Jessica Biel

Justin Timberlake and Jessica Biel may have tied the knot last year in Italy, but their relationship has been full of ups and downs and Olivia Munn cheating scandals. When JT finally released a new album this year, it came with the pop ballad, "Mirrors", with the lines, "And I’ll tell you baby, it was easy/Comin’ back into you once I figured it out/You were right here all along/It’s like you’re my mirror/My mirror staring back at me", apparently detailing how Timberlake's love for Biel was only increased after their brief split.—M.OK

SONG: "Dream Brother"

ARTIST: Jeff Buckley

MUSICAL MUSE: Chris Dowd of Fishbone & Tim Buckley

Singer-songwriter Jeff Buckley may have died tragically at the age of 30, but he lived in the shadow of his folk singer father, Tim Buckley, who left his wife when she was pregnant with Jeff before also dying young. When the younger Buckley discovered his friend Chris Dowd was contemplating leaving his own pregnant girlfriend, he penned "Dream Brother", which contains the plea, "Don't be like the one who made me so old/Don't be like the one who left behind his name/'Cause they're waiting for you like I waited for mine/And nobody ever came."—M.OK

[Photo Credit: Getty Images]

SONG: "Perfect Bitch" (2012)

ARTIST:Kanye West

MUSICAL MUSE: Kim Kardashian

On Twitter, the mercurial rapper revealed that this song was indeed about his girlfriend (and baby-mama-to-be), Ms. Kardashian -- and a small riot ensued. Many of his female fans were up in arms that he'd use the "B"-word to describe a woman he loves, but for her part, Kimmy was flattered. Last August, TMZ reported that she was heard saying, "I'm honored. I love it. I know he doesn't mean it in a negative way when he says the word 'bitch.'"—T.W.

[Photo: Getty Images]

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SONG: "True Blue"

ARTIST: Madonna


Even though Madonna is known for being a sexual siren and provocateur, "True Blue" shows a more romantic and emotionally sincere Madge. The song's sound is a nod to classic Motown riffs and the title of the song comes from an expression that her then husband Sean Penn often used and was intended as an "unabashed valentine" to him. Madonna has since remarried and divorced Guy Ritchie, but in, Truth or Dare, a documentary filmed after her divorce from Penn, she choked up a bit when she admitted that he had been the love of her life.—M.OK

SONG: "A Case Of You"

ARTIST: Joni Mitchell

MUSICAL MUSE: Leonard Cohen/James Taylor

Joni Mitchell is not only one of the most brilliant songwriters of the past century, but she's also one of the most elusive in terms of pinning some of her inspirations. "A Case Of You" was written during the time she was involved and licking her wounds from her relationship with fellow Canadian singer-songwriter, Leonard Cohen, but by the time the track was recorded, it was new boyfriend James Taylor who was in the studio with her. Both men were famously charismatic and both men had substance abuse issues at the time the song was written, and both men are widely considered to be the joint muses for this Joni Mitchell song.—M.OK

[Photo Credit: Getty Images]

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SONG: "Hot n Cold"

ARTIST: Katy Perry


Anyone who has been stuck in the chaotic ups-and-downs of a romance can relate to the frustration Katy Perry writes about in "Hot n Cold", but not everybody has experienced those almost bipolar emotions over a pop star like Travie McCoy. Before John Mayer and Russell Brand, Gym Class Heroes's Travie McCoy was Perry's main man. The two would eventually break up, but at least we got a couple of great pop songs out of their tumultuous relationship.—M.OK

SONG: "Back To Black"

ARTIST: Amy Winehouse

MUSICAL MUSE: Blake Fielder-Civil

Blake Fielder-Civil was the love of Amy Winehouse's short, tragic life, but he was also the cause of most of her pain and his actions consistently encouraged her self destruction. "Back To Black" recounts how after Fielder-Civil dropped Amy and returned to his ex-girlfriend, Amy returned her her depression and addictions, or as she puts it, she went "Back to Black".—M.OK

[Photo Credit: Getty Images]

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SONG: "Alfie"

ARTIST: Lily Allen


Lily Allen's admonishing pop song, "Alfie", starts with the lines, "Oh, dearie me/My little brother's in his bedroom smoking weed," and continues to point out the ways in which big sister Lily wants her younger brother to straighten out his ways. Now that Alfie Allen is a successful actor staring as Theon Greyjoy on HBO's Game of Thrones, we think the song might have done the trick.—M.OK

SONG: "Heart-Shaped Box" (1993)

ARTIST: Nirvana

MUSICAL MUSE: Courtney Love

Many of Kurt Cobain's lyrics were super-baffling, but the lyrics to this single were pretty straightforward. The heart-shaped box refers to a jewelry box that his wife, Love, sent him before they were dating (replete with love notes and I'm-crushing-on-you-hard trinkets). And according to Mrs. Cobain, the song in general was an extended metaphor about! In a tweet to Lana del Rey, who covered the song in 2012, she wrote: "You do know the song is about my vagina right? 'Throw down your umbilical noose so I can climb right back.' So umm next time you sing it, think about my vagina will you?"—T.W.

[Photo: Getty Images]

SONG: "Wild Horses" (1971)

ARTIST: Rolling Stones

MUSICAL MUSE: Marianne Faithfull

In the late-Sixties, Jagger was wildly in love with heroin-addled pop star Marianne Faithfull. She revealed in her autobiography that, when she woke up from a harrowing drug overdose in 1969, the first thing Mick said to her was, "Wild horses couldn't drag me away." And thus birthed the classic ballad, which was allegedly based on his frustration and helplessness in the face of his girlfriend's addictions.—T.W.

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SONG: "Ms. Jackson" (2001)


MUSICAL MUSE: Erykah Badu's mom

This chart-topping smash was named after the mom of Erykah Badu, Andre 3000's ex-girlfriend (the couple also had a child, Seven). The song is written as an apology to Ms. Jackson for hurting his daughter, and addresses his feelings of guilt and regret over the breakup. Pretty deep for an uptempo hip hop banger.—T.W.

[Photos: Getty Images]

SONG: "You Oughta Know" (1996)

ARTIST: Alanis Morissette

MUSICAL MUSE: Dave Coulier

In a move that will delight and confound music fans for all eternity, '90s angst-rocker Morissette wrote this hell-hath-no-fury scorcher as a kiss-off to her ex, Full House's totally benign star, comedian Dave Coulier. It's utterly unfathomable that Uncle Joey could elicit such passionate emotions -- which is part of what makes the song so fascinating!—T.W.

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SONG: "Isn't She Lovely" (1976)

ARTIST:Stevie Wonder

MUSICAL MUSE: His daughter, Aisha

This number one smash (off of Wonder's legendary album Songs in the Key of Life) was written as a tribute to his then-newborn daughter, Aisha! Fun fact: the song opens with audio of a baby being born, and the outro includes a sample of Aisha and Stevie playing together. Aww.—T.W.

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SONG: "Love Bazaar" (1986)

ARTIST: Sheila E., written by Prince


It's been a long-held industry rumor that, during an early-Eighties awards show, Prince and Madonna had a little rendezvous in the back of a limousine (and apparently, the Material Girl was quite the aggressor). In '86, Sheila E. recorded this Prince-penned hit about a scandalous affair -- including the lyric "We all want the stuff that's found in our wildest dreams/It gets kinda rough in the back of our limousine." Read into it what you will.—T.W.

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SONG: "In Your Eyes" (1986)

ARTIST: Peter Gabriel

MUSICAL MUSE: Rosanna Arquette

This achingly romantic ballad will forever be associated with Say Anything's Lloyd Dobbler (John Cusak) holding up a boom box to get the attention of his ex, Diane Court (Ione Skye). But the song was actually written by Gabriel as a tribute to his real-life, on-and-off love, actress Rosanna Arquette. Gorgeous!—T.W.

[Photo: Getty Images]

SONG: "You and I" (2011)

ARTIST: Lady Gaga


There's a songwriting tradition of tour-weary rock stars penning odes to their little ladies back home. In this OTT hit, Gaga turns the trope around on its head, dedicating the song to her then-boyfriend of six years, New York City bartender Luc Carl. She refers to him as "Nebraska" on the track (his hometown), saying, "There's only three men that I'm a serve my whole life/It's my daddy and Nebraska and Jesus Christ!" Now, that's serious.—T.W.

[Photos: Getty Images]

SONG: "Layla" (1971), "Wonderful Tonight" (1977)

ARTIST: Eric Clapton


Sixties supermodel Boyd was quite the catch back in the day. The busty blonde Brit was married to George Harrison of The Beatles, but was eventually lured away by Clapton, who pined after her for almost a decade ("Layla" was written about said pining). The two got together in '74 -- and three years later, after watching her get ready for a party, he was inspired to write his timeless ode to gorgeousness "Wonderful Tonight."—T.W.

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SONG: "Your Body is a Wonderland" (2002)

ARTIST: John Mayer

MUSICAL MUSE: Jennifer Love Hewitt

The infamous cad's first major single was this gushy guitar ballad, which was allegedly an ode to ex-girlfriend Hewitt's luscious curves. She's always denied this, though, and once famously told Entertainment Weekly that, "My body is far from a wonderland. My body is more like a pawnshop. There's a lot of interesting things put together, and if you look closely you'll probably be excited. But at first glance, not so much."—T.W.

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SONG: "Ballerina Girl" (1986)

ARTIST: Lionel Richie

MUSICAL MUSE: Nicole Richie

Richie could do no wrong in the '80s. He released hit after hit -- and this chart-topping ballad was no exception. The best part? It was written for his adopted daughter, an adorable little moppet named Nicole. We think she grew up to be kind of famous, but the details are fuzzy.—T.W.

[Photo: Getty Images]

SONG: "November Rain" (1992)

ARTIST: Guns N' Roses

MUSICAL MUSE: Stephanie Seymour

At the time of its release, GnR frontman Axl Rose was embroiled in a passionately turbulent relationship with supermodel Stephanie Seymour. Allegedly, the brunette hottie inspired this sweeping, orchestral power ballad -- and she appeared in the video, too. Alas, the couple broke their engagement soon after...and we're sure there's a lesson to be learned about appearing in music videos wearing a wedding dress.—T.W.

[Photo: Getty Images]

SONG: "Brown Sugar" (1971)

ARTIST: The Rolling Stones


While in tour in America, Mick Jagger cheated on his longtime girlfriend, Marianne Faithfull, with model-turned-Hair star, Marsha Hunt. Known for her gi-normous 'fro and white buckskin pants, the stunner totally bewitched the lippy rock god. The affair was short-lived, but it did spawn two very significant things: Jagger's first child, a daughter named Karis; and this controversially lusty hit.—T.W.

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SONG: "Dear John"

ARTIST: Taylor Swift


The country-pop megastar has long since admitted that her greatest song inspirations are her exes (of which there are several). So after Mayer broke her heart, we knew it was only a matter of time before she zinged him back with a thinly veiled ode. She's never publicly admitted who "Dear John's" about, but Mayer was still butt-hurt about it. He even told Rolling Stone that the blonde-ringleted 22-year-old had "humiliated" him by releasing the song. Man up, Mayer.—T.W.

[Photo: Getty Images]

SONG: "Cold Blooded" (1983)

ARTIST: Rick James


The funk genius' number one hit was sleezy, hard-hitting, and addictively danceable. It was also about his seriously-hard-to-envision relationship with actress Linda Blair, star of The Exorcist (how did they even meet each other?). In 2011, she spoke to about this song. "Cold Blooded is, 'You're hot!' It's a compliment," she said. "That was pretty nice that he wrote that about me. I don't see it, but OK."—T.W.

[Photos: Getty Images]

SONG: "Candle in the Wind" (1973, 1997)

ARTIST: Elton John

MUSICAL MUSE: Marilyn Monroe, Princess Diana of Wales

John originally wrote "Candle in the Wind" as a tribute to tragic bombshell, Marilyn Monroe. But when his dear friend Princess Di was killed in '97, he rewrote the lyrics a bit, changing them from "Goodbye Norma Jean" to "Goodbye England's Rose." A sweet, mournful song inspired by two luminaries.—T.W.

[Photos: Getty Images]