“Nile, darling, I’d like you to do what you do best, I want you to make hits,” the producer Nile Rodgers recalls David Bowie telling him in his memoir Le Freak: An Upside Down Story of Disco, Family and Destiny when they first met up to make the album that became Let’s Dance.

And that’s just what the pair did.

When the fruits of their labor, David Bowie’s single “Let’s Dance,” hit the airwaves and MTV in the spring of 1983, it forever changed his career. Followed quickly by the smash hits “China Girl” and “Modern Love” and a massive, nearly yearlong trek dubbed the Serious Moonlight tour, Bowie quickly went from being a beloved-but-underground icon to a global superstar of epic proportions.

“I remember walking in the first day, because I didn’t know who we were going to be working with,” Carmine Rojas, the bassist on the Let’s Dance sessions who worked with Bowie throughout the ‘80s, recalls. “I saw David sitting there in a corner, very unassuming, and thought, ‘Holy shit! This is a David Bowie session?’ But that was because I was a musician and I had followed his career and loved his work. But he was hardly a household name. Let’s Dance changed all of that.”

In the wake of its release, Bowie was forced to make the leap from playing theaters and arenas to enormous stadiums.

“It wasn’t going to be a giant tour,” Denis O’Regan, Bowie’s official photographer, and the author of the photo book Richochet: David Bowie 1983, recalls of the tour to support Let’s Dance. “I was told, ‘We’re doing this big tour of arenas, 10,000-seaters.’ But in the meantime, Let’s Dance completely blew up. When David came to play London, at Wembley Arena, which is 7,000 people, they got a call for a million applications. So they quickly decided to play three nights at Milton Keynes, an outdoor stadium, which was 65,000 a night. So he went from playing 10,000 to 200,000. Just in one city.”

“It was the happiest I’d ever seen him,” Earl Slick, who had toured with Bowie in the mid-1970s, and who stepped in at the last minute to replace rising star Stevie Ray Vaughn on lead guitar on the Serious Moonlight tour, remembers. “It was grueling, because it was nearly a full year, night after night, and it was a high-energy show, but now everything was first class. And David seemed to adjust to that new level of fame really easily, and mostly stayed the same guy I’d always known.”

A new box set, Loving The Alien: 1983-1988, out now, is a deep dive into Bowie’s chart-topping years. It’s a period sometimes derided by critics and fans—and even Bowie himself—but it’s a fascinating window into an always restless creative spirit, who had set his sights on the big time.

“Serious Moonlight was a greatest hits tour, where David said, ‘Let’s just give them what they want,’” says guitarist Carlos Alomar, who began playing with Bowie in 1974 and was the bandleader on his 1980s tours. “You have to understand that if you have to do two songs from every album, because everybody wants to hear the hits from every album, you’re not going to be able to do anything else. You’re handcuffed to your own success. To that extent, I’ve often said that Serious Moonlight was a great tour, but it wasn’t the greatest tour. I’m just saying that when it comes to the greatest hits, if you saw that tour, you heard all the greatest hits. It was wonderful.”

The live album of the tour included in the Loving The Alien box set is a testament to this remarkable, unexpected moment in Bowie’s career. But perhaps shell-shocked from the massive success of Let’s Dance and the Serious Moonlight tour, Bowie, typically, chose to shake things up.

“He told us he didn’t want to make Let’s Dance 2,” Rojas recalls.

Rodgers’ hit-making team was jettisoned in favor of co-producers Hugh Padgham and Derek Bramble. The resulting album, Tonight, released in 1984, was a hit, but was critically savaged upon its release. In retrospect, seen as part of Bowie’s overall output during the ‘80s in the context of Loving The Alien, it has bright spots aplenty. The song “Loving The Alien” ranks with Bowie’s best, as does the hit “Blue Jean” and his collaborations with old pal Iggy Pop, “Dancing With the Big Boys” and “Neighborhood Threat.”

Exhausted, Bowie didn’t tour in support of the release of Tonight. But he did turn in a stunning performance at Live Aid in the summer of 1985, released a remake of “Dancing In The Streets” with old pal Mick Jagger, and appeared in Jim Henson’s film Labyrinth, much to the chagrin of his older fans.

Bowie’s singles from the period, however—“This Is Not America,” from the film The Falcon and the Snowman, and the equally sublime “Absolute Beginners,” from Julien Temple’s film of the same name—were evidence of Bowie trying to balance his newfound fame with his restless artistic spirit, and also allowed him to breathe while he plotted his next move.

“David said he felt pressure from his label to deliver a hit album,” offers guitarist Reeves Gabrels, who became friends with Bowie around this time. “He felt obliged to give them what they wanted, and appease this fan base that he didn’t understand. He said, ‘It’s the same people who like Phil Collins and Tina Turner, and those are not my people.’ That’s why he always referred to those years as his ‘Phil Collins years.’”

The resulting album, Never Let Me Down, and supporting Glass Spider tour—an elaborately-staged show that featured a 60-foot spider looming over the musicians below, and interpretive dancers to boot—was remarkable, but was met with derision from the press and stunned silence from many of Bowie’s fans, most especially his new ones.

“It didn’t really work in stadiums, where he was now forced to play, where people couldn’t really see what was going on onstage,” recalls O’Regan. “When it moved into arenas, toward the end of the tour, it went over much better. But by then the word was out, I think.”

“I have mixed feelings, not about the tour, but about the critics and the people, and the way they think,” says Alomar. “Why couldn’t they just accept what it was? I can’t tell you how many people complained about the dancers. Shut up! It’s just another expression. Why don’t you just enjoy the show and enjoy the songs? But let me tell you, when he came out with Young Americans, they booed the hell out of that. Why? They wanted Diamond Dogs. So when we did Glass Spider, they wanted Serious Moonlight. They were never going to catch up to the man, so they should have just shut up and enjoyed the show. Had they heard the lyrics to the song? It makes sense if you listened to what he was talking about.”

While Never Let Me Down was a hit, Bowie repeatedly brought it up over the years as his greatest artistic misstep. But he never gave up on those songs.

“As early as 1987, when we were hanging around backstage during the Glass Spider tour, and then later when we were just starting up with Tin Machine, he wanted to revisit those songs,” recalls Gabrels. “David’s quotes alone about it tell the tale, you know? But he loved the songs. He believed in them. He just felt as though he wasn’t as present as he should have been during the production. But I was resistant, at that point in time, to do that so quickly. He even brought it up again during the sessions for Earthling. But it just didn’t make sense to me.”

“He would always blame himself,” Gabrels continues. “He’d say, ‘The musicians played great, everyone who worked on it was great.’ But I remember one time he pointed to a couch at Mountain Studios and said, ‘Well, I did most of Never Let Me Down there, passed out. I produced that record while I was passed out on that couch.’”

And so the highlight of Loving The Alien is a complete, ground-up reworking of the album. Producer Mario McNulty, who had worked with Bowie during the 2000s and had even reworked the song “Time Will Crawl” with Bowie for the hits package iSelect in 2008, was brought in. He scrapped just about everything except Bowie’s vocals and guitar work, and called up Gabrels, as well as The Next Day guitarist David Torn and bassist Tim Lefebvre, who had played on Bowie’s final album Blackstar, as well as Sterling Campbell, Bowie’s go-to drummer since 1995.

“He had given me the template,” McNulty tells me during an afternoon at Electric Lady Studios in Greenwich Village, where much of the reworked album was recorded. “When we did ‘Time Will Crawl’ he was brutal in what he discarded. He was a great self-editor. But he also talked about how he envisioned reworking the album—darker, with the songs more prominent and really biting, Philip Glass-style strings—and so that was in my mind, each step of the way.”

The results are astonishing. Once a product of its time in every sense, Never Let Me Down now feels timeless and urgent and, fittingly for anyone who really knows Bowie’s work, almost futuristic. In fact, if you’re not aware of the original album, you’d swear the newly-reworked version is a long lost follow-up to Blackstar, a love letter by Bowie from the great beyond.

“David had suggested players, and the players that he suggested were all post-‘87 people that he’d met post-that record, because if he knew them before he could’ve gotten hold of them to do the original version of it, and this was kind of a forward look,” says Gabrels. “The other thing is that Mario and I shared history with David, and, like Mario, I had discussed this record with him a bunch of times. Plus, I had seen these songs performed live by a flesh-and-blood band, ten to twenty times, back on the Glass Spider tour, so I knew that there was a muscularity that was there, never mind David saying that he felt the songs were good and that they were solid, because I had heard that as well.”

And so tracks like “Zeroes,” almost a throwaway in 1987, now sounds like a hit, straight from Bowie’s Hunky Dory well, and “Glass Spider,” formerly kitschy, is now a dark and foreboding Scary Monsters-esque masterpiece.

“I was trying to be ‘experimental David,’ really,” explains McNulty. “I was trying to think of David sitting there and going, ‘Alright, Mario, let’s do something fucking cool!’ I mean, there’s rock and roll on these tracks, but it’s rock and roll like David Bowie, not rock and roll like the Stones. And that’s what was really an important thing to me, because David is not the Stones. But these players had spent a lot of time with David, so they knew instinctively what he would have liked or, more importantly I think, what he wouldn’t have liked, so that really helped guide us. So I had no hesitation—I don’t think anyone did—and I think that shows.”

Still, it was a bittersweet experience for all involved.

“I used to record acoustic guitars with David, sitting across from each other, playing against each other,” recalls Gabrels. “And so, when we cut the guitars for ‘Zeroes,’ I could imagine him across from me, with his shoulder moving in time with the music as he played. But when the song was over, and I opened my eyes, he wasn’t there. So that was hard. But now there’s a new David Bowie album for people to hear, and one that I think really does these songs justice, just the way he envisioned. So that feels pretty good.”