After the Bee Gees, a Left Turn
In 1983, Kenny Rogers had released Eyes That See in the Dark, an album written and produced by Barry Gibb of the Bee Gees that yielded “Islands in the Stream”, his era-defining duet with Dolly Parton. For the follow-up, his sixteenth studio album and his second for RCA, Rogers changed architects. The new record, What About Me?, released in September 1984, was built with David Foster — the Canadian keyboardist and producer becoming the defining sound-shaper of 1980s adult pop — sharing production with Rogers himself. It was a natural pairing: Foster had produced Rogers’ smash 1983 duet with Sheena Easton, “We’ve Got Tonight”, and few men alive knew better how to frame that voice for the pop mainstream. Foster also brought with him a secret weapon: a young Chicago-born singer and songwriter he was mentoring, barely twenty-one years old, who was singing backup in Los Angeles studios and writing songs in Foster’s orbit. His name was Richard Marx.
Rogers, Foster and Marx wrote the album’s title song together, and it was unlike anything in the Rogers catalogue: not a story song, not a confession, but a round-robin — three singers trading the microphone inside a single love affair, each asking the question in the title.
A Three-Way Love Song
Rogers explained the construction himself: he described “What About Me?” as “like a three-way love song”, adding, “Everybody involved said ‘Hey, what about me?’ I think it’s a beautiful record.” The lyric stages a romantic negotiation in three voices — a man, a woman, and the other presence in the relationship — each pleading not to be the one left out. It needed three stars to work: a male lead, a female lead, and a third voice strong enough to hold its corner of the triangle.
Structurally, the record plays like a miniature drama in three entrances. Each singer steps forward to state a claim on the same love, and the choruses gather all three claims into the one question none of them can answer for the others. It was a genuinely unusual design for a mainstream single in 1984 — less a duet with a guest than a piece of sung theatre, closer in spirit to a scene from a musical than to anything on country radio — and it demanded voices with sharply different textures, so that the listener could tell the three positions apart in the dark. Foster, who arranged the track, built it accordingly: gleaming keyboards, a patient build, and three spotlights.
That made casting the whole ballgame, and the casting nearly produced a very different record. The first proposed trio was Rogers with Lionel Richie and Barbra Streisand — a line-up that would have stacked three of the biggest ballad voices alive onto one single. Richie, however, backed out of the project, and once he had gone, Streisand withdrew as well. A second trio was assembled on paper: Rogers, Olivia Newton-John and Jeffrey Osborne. That too collapsed — Newton-John had committed to a duet with Barry Gibb and would not do both projects at once, and Osborne had a conflicting schedule.
The trio that finally recorded the song in the summer of 1984 was, in hindsight, better balanced than either fantasy line-up. Kim Carnes brought the sandpaper: her cracked, smoky alto, famous worldwide from “Bette Davis Eyes”, a record that had swept the Grammys three years earlier — and she came with history, too, since she and Rogers went back to their days together in the New Christy Minstrels, and had already sung a hit duet, “Don’t Fall in Love with a Dreamer”, in 1980. James Ingram brought the thunder: Quincy Jones’ protégé, introduced to the world singing “Just Once” and “One Hundred Ways” on Jones’ album The Dude, and riding high on “Baby, Come to Me” and “Yah Mo B There”, with one of the most powerful soul voices of the decade. Between Rogers’ storytelling warmth, Carnes’ ache and Ingram’s fire, the record got its drama honestly. The whole improbable casting saga is preserved in Wesley Hyatt’s Billboard Book of No. 1 Adult Contemporary Hits — the record business’s near-misses rarely come this well documented.
Number One at AC, Seventy at Country
Released as the lead single from the album in 1984, with “The Rest of Last Night” on the B-side, “What About Me?” performed exactly as its design predicted — triumphantly in pop’s adult mainstream, and quizzically in Rogers’ country base. It reached No. 15 on the Billboard Hot 100 and climbed all the way to No. 1 on the Adult Contemporary charts in both the United States and Canada. It was Richard Marx’s first No. 1 as a songwriter, three years before his own solo debut would make him a star in his own right. Canada’s pop chart placed it at No. 18 and even its country chart managed a respectable No. 25; Australia, more cautiously, put it at No. 49. The album around it hedged its bets in the classic Rogers manner — the pop centrepiece up front, story songs like “The Stranger” in reserve for the faithful — and was rewarded with a platinum certification.
And country radio? It shrugged. The single stalled at No. 70 on Billboard‘s Hot Country Singles chart — a statistic that looks like failure until you understand what it measures. “What About Me?” was not rejected by country audiences so much as it was never addressed to them: it is a Los Angeles pop record, arranged by Foster with his signature gleaming keyboards, and its three-way vocal drama belonged to the adult contemporary world where it duly went to No. 1. Rogers, the most format-fluid star of his generation, simply collected the audience that the record was built for. The album itself was certified platinum, and its second single repaired any damage at country radio in any case: “Crazy”, another Rogers–Marx co-write produced by Foster, released that December, went to No. 1 on the country chart — Marx’s second No. 1 as a writer — while grazing the pop chart at No. 79. Between them, the two singles amount to a masterclass in having it both ways.
A Launchpad for Richard Marx
Look at the album’s credits and you can watch a career being born in the small print. Marx co-wrote the title track with Rogers and Foster. He co-wrote “Crazy” with Rogers. He co-wrote a third album track, “Somebody Took My Love”, with David Pomeranz. And throughout the record, uncredited in the public’s mind but right there in the personnel listings, he sang backing vocals — the apprentice harmonising behind the master while two of his songs climbed two different charts to No. 1.
Within three years, Marx’s own debut album would turn him into one of the biggest solo acts of the late 1980s, and he would open his career with a run of self-written hits that few singer-songwriters have matched. He has always been clear about where it started: in David Foster’s studio, in Kenny Rogers’ employ, learning how a ballad is built by building two of them for the biggest ballad singer in America. “What About Me?” is therefore two artefacts at once — the elegant closing statement of one star’s imperial phase, and the first exhibit in another star’s career. Rogers was asking the title question on his way down from the summit; Marx was asking it on his way up.
The Last Top 40 for Fifteen Years
The strangest statistic attached to “What About Me?” only became visible later. Its No. 15 pop peak made it a solid hit in 1984 — and then Kenny Rogers never reached the pop Top 40 again for fifteen years. The imperial era ended almost exactly here, at the top of the adult contemporary chart, with three voices asking each other the title question. When he finally returned to the pop Top 40, in 1999–2000, it was with “Buy Me a Rose” — a record that could hardly have been more different: no superstars, no Foster sheen, just a 61-year-old on his own label with a song by two unknowns.
“What About Me?” has aged into one of the great what-ifs of eighties pop. It is easy to hear the ghost record — Richie’s smoothness, Streisand’s grandeur — hovering over the one that exists. But the record that exists is the better story, and the more honest record: a superstar who kept being stood up by other superstars, and who finally made his three-way love song with an old bandmate from the folk days and a young soul singer on the rise, while a twenty-one-year-old songwriter watched his first No. 1 climb the chart from the background-vocal booth. Everybody involved asked, “Hey, what about me?” The charts answered all three of them.