“‘Up Where We Belong’ was written for the movie An Officer and a Gentleman and won the Oscar for Best Original Song in 1983 and a Grammy for Best Pop Performance by Duo or Group With Vocal in 1983,” (Songfacts). “Island Records boss Chris Blackwell liked the idea of Cocker recording the song with Warnes, but Cocker was on tour in the Pacific Northwest at the time.
No problem: he simply flew to LA one afternoon, recorded the track with Warnes that evening, and flew back to resume the tour. Warnes and Cocker stood next to each other when they recorded this in the studio, where they had a great chemistry that carried over to live performances. ‘Off stage, I never saw him,’ Warnes said in a 2018 Songfacts interview. ‘But on stage he understood exactly what we were doing … He wasn’t going to step on my note and I wasn’t going to step on his. We felt free to take chances.'”
At 2:52, a late bridge brings a half-step modulation which carries on for the short remainder of the tune.