The Last Dream of the Classic Lineup: The Battles Behind REO Speedwagon’s ‘In My Dreams’

There is a photograph the record books never take: a band in a Los Angeles studio in December 1986, cutting the last song of a long and difficult album, with no one in the room aware that they are hearing the classic lineup of REO Speedwagon near the end of its life. The song was “In My Dreams”, written by frontman Kevin Cronin with Tom Kelly — half of the most successful songwriting team in pop at that moment, the man who had co-written “Like a Virgin” and “True Colors” — and it was as gentle a record as the band ever made: a dream of the way love used to feel, sung by a singer whose own professional marriage was coming apart in the next room over. Within two years of its release, the drummer would retire, the guitarist would quit, and the five-man lineup that had carried the band from Hi Infidelity to the top of the charts would be finished. “In My Dreams” reached No. 19. It deserved, and received, a quieter kind of victory: it was the last beautiful thing the old band did together on the singles chart before the end.

The battles behind it are not the loud kind. Nobody threw a punch over “In My Dreams”. Its wars were structural: a band that had to import professional songwriters because its internal writing partnership was failing; a guitarist watching outside men take co-writing credits on his own band’s album; a label trying to sell yesterday’s arena heroes to a pop market that had moved on to younger faces; and a song about holding on to a dream, released by men who were in the process of letting go of one. It is the sound of REO Speedwagon’s classic lineup taking its final bow without knowing the curtain was falling — and it holds up, four decades later, precisely because none of that exhaustion is in the recording. What is in the recording is a dream. This is the story of the fight to keep it.

A Song from the Hit Factory

Start with the co-writer, because Tom Kelly’s presence on the credit is the whole story in miniature. By 1986, Kelly and his partner Billy Steinberg were close to being the most valuable songwriters in American pop. Their method was fixed and unusual: Steinberg wrote lyrics first, complete lyric sheets, and Kelly — a singer and multi-instrumentalist with a gift for melody — set them to music. Steinberg would later explain that the division of labour was total: he was the lyricist, Kelly the principal music writer, and every one of their biggest hits began as words on a page. The results were industrial in scale. Five of their songs reached No. 1 on the Billboard Hot 100: Madonna’s “Like a Virgin”, Cyndi Lauper’s “True Colors”, Heart’s “Alone”, Whitney Houston’s “So Emotional” and the Bangles’ “Eternal Flame”. Around those peaks sat “I Drove All Night”, written for Roy Orbison and later a hit for Lauper and Celine Dion, “I Touch Myself” for the Divinyls, and, later, “I’ll Stand by You” for the Pretenders. In 2011 the pair were inducted into the Songwriters Hall of Fame as a team.

Kelly was not a stranger parachuted into the REO camp by a desperate label. He had been inside the band’s orbit for years, singing backing vocals on their records — he is part of the session choir on Wheels Are Turnin’ — and co-writing album tracks with Cronin and Richrath. He and Steinberg had also been recording artists themselves, as the band i-Ten, whose 1983 album Taking a Cold Look contained the original versions of songs the world would later know through other voices, “Alone” among them. When REO Speedwagon sat down in 1986 to make the album that became Life as We Know It, Kelly was effectively a sixth member of the creative team — which is one way of saying the creative team of five could no longer do the job alone.

And here is the detail that gives the collaboration its sting. Consider the calendar. In July 1987 — the very month Epic released “In My Dreams” as a single — Heart’s recording of “Alone”, written by Kelly and Steinberg and first cut by i-Ten, stood at No. 1 on the Billboard Hot 100. Six months later, Whitney Houston’s “So Emotional”, another Kelly–Steinberg song, would be No. 1 as well. Tom Kelly’s compositions were, at that precise moment, the most reliable route to the top of the American charts that existed; artists who recorded his work went to number one with it. REO Speedwagon, with the same songwriter in the room, co-writing and singing on their record, were aiming — realistically, as everyone involved understood — for the Top 20. The hit factory was not broken. The band’s machinery for turning songs into events was. That gap, between the value of the material arriving at the studio door and the value the band could still extract from it, is the sound of Life as We Know It before you even press play.

That is the first battle, and it is worth stating plainly, because the band’s pride was involved. REO’s classic hits had been home-grown. Cronin wrote “Keep On Loving You” and “Can’t Fight This Feeling”; Richrath wrote “Take It on the Run”. A group with that pedigree does not invite the authors of “Like a Virgin” into its writing sessions unless something is wrong. What was wrong, increasingly, was the Cronin–Richrath axis itself: the two men who had powered the band’s songwriting for a decade were barely functioning as a partnership by 1986. The credits of Life as We Know It tell the tale with actuarial coldness. Kelly co-writes four songs on the album. Billy Steinberg co-writes three. Gary Richrath, the band’s founding guitar hero, has his name attached to exactly two songs as a writer — and on both, he is the third name in a three-man credit with the imported professionals.

Rumbo, Again — But Different

The sessions ran from April to December 1986 at Rumbo Recorders in Los Angeles, the same studio where the band had made Wheels Are Turnin’ two years earlier. On paper, nothing had changed: the producers were Cronin, Richrath and Alan Gratzer, with David DeVore now a full co-producer as well as engineer, and the same five musicians walked in. In practice, everything had changed. Wheels Are Turnin’ had been a comeback record made by a band with something to prove; it had gone double platinum and put them back at No. 1. Life as We Know It was made by a band with something to defend, in a market that was slipping away from them, and the nine months the sessions consumed — against five for its predecessor — suggest a group labouring over material that would not come easily.

The album’s track listing, when it appeared on February 9, 1987, reads like a treaty negotiated between hostile parties. Cronin has four solo writing credits, including both of the record’s opening statements. The Kelly–Steinberg industrial complex supplies the middle. Richrath’s two co-writes sit on side two. Bruce Hall, the bassist, contributes “Accidents Can Happen” and sings lead on it himself — the only lead vocal on the album not delivered by the lead singer. And tucked into side one, third track in, sits the album’s softest object, credited to just two men: Cronin, and the imported hit doctor.

There is a temptation to read all this as decline, and the chart numbers would later encourage it. But treaties get signed because the parties still need each other, and Life as We Know It is not the work of a band that had stopped caring. It is the work of a band caring in different directions at the same time — Cronin toward the polished adult pop the market rewarded, Richrath toward the guitar rock that had been the band’s birthright, and everyone toward the exits they could not yet see. “In My Dreams” sits at the still centre of that argument, a song with no faction, which may be why it survived the album that contained it.

One Too Many Girlfriends

Every failing partnership eventually produces a document, and on Life as We Know It the document is a song title. The fourth track on side one is called “One Too Many Girlfriends” — a Cronin solo credit, a strutting piece of arena pop about a man with more romance than he can handle. The album’s chroniclers have long noted what the title signposts: the song showcased the growing tensions between Kevin Cronin and Gary Richrath. In the folklore of the band, the track was heard as a public jab in the direction of the guitarist’s lifestyle — the frontman’s disapproval, set to music, pressed into vinyl and sold in shops. Whether or not every bar of that reading is fair, the fact that it attached itself to the song at all tells you the state of the camp in 1986. In a healthier band, a title is just a title. In this one, it was evidence.

The deeper structural problem was authorship. Richrath had never been the band’s most prolific writer, but his credits — “Take It on the Run”, “In Your Letter”, half of Hi Infidelity’s spine — had been load-bearing. On Life as We Know It his two writing credits are shared with Kelly and Steinberg: “Screams and Whispers” and “Over the Edge”, the latter becoming the B-side of the “In My Dreams” single, so that even the physical 45 of Cronin’s ballad carries the guitarist’s diminished, hyphenated presence on its flip. The man whose guitar had defined the band’s sound was becoming a co-writer in his own group, third-billed behind two professionals from outside it. Within three years he would be gone from REO Speedwagon altogether, and the road to that exit runs straight through this album’s credits page.

Against that background, “In My Dreams” itself is a study in diplomacy. Cronin wrote it not with Richrath, and not with the full Steinberg–Kelly team, but with Kelly alone — Steinberg, the lyricist, is pointedly not on this one; the words are Cronin’s own. It is as if the singer wanted the hit doctor’s melodic insurance without surrendering the song’s heart to a stranger, and the result is the most personal-sounding track on an album full of professional product: a middle-aged rock star, at the height of the MTV era, singing not about conquest but about memory — about a time when love was easy, and how the present tense fails to match it. The lyric looks backward because, consciously or not, so did the band.

December

“In My Dreams” was recorded in December 1986, at the tail of the sessions — the last push before the album was done. The personnel sheet is a small map of the band’s world at that exact moment. Cronin sings lead and plays acoustic guitar; the arrangement is built, as the band’s soft songs had been since Neal Doughty founded the group, on the keyboard man’s instruments, Doughty supplying both organ and synthesizers — the old Hammond growl and the new digital shimmer on the same track, twenty years of REO technology sharing four and a half minutes. Richrath plays electric guitar. Steve Forman adds percussion. And in the backing vocals, folded into the record’s warmest corners, you can hear Bob Carlisle and Tom Kelly himself — the co-writer, singing on his own song, a hit doctor doing night-shift work as a session voice on a band album.

The finished album version runs four minutes and thirty-one seconds. For the single, and for the video, it was trimmed to four minutes and twenty — a small but telling edit, the era’s radio logic applied to a song about timelessness. Nothing about the record is hurried, which is its achievement: in a December studio, with a deadline, a fractious band and an album already nine months in the making, Cronin and Kelly’s song sounds unforced, almost drowsy, a singer alone with the best version of his past. The battle of “In My Dreams” was never in the recording. It was in everything the recording had to survive: the album’s reception, the label’s singles strategy, and the slow-motion collapse of the lineup that made it.

Its placement on the finished album was a small act of faith in it. Side one opens with the rocker that had nearly gone to Top Gun, follows with the lead single, and then — third track, the position a band reserves for a song it believes in — comes “In My Dreams”. The sequencing matters because of what surrounds it: immediately after the dream comes “One Too Many Girlfriends”, the album’s public symptom of private war. Heard in sequence, the record moves from reverie to recrimination in under a minute of silence between tracks, which is as honest a summary of REO Speedwagon in 1986 as any documentary has managed. The dream and the fight were never separate albums. They were tracks three and four of the same side of vinyl.

Left Side, Right Side

The album’s credits preserve one detail so apt it sounds invented, except that it is printed in black and white. On Life as We Know It, Kevin Cronin’s guitar work is credited as rhythm guitar, “left side”. Gary Richrath’s is lead guitar, with rhythm guitar, “right side”. The two men were quite literally assigned to opposite channels of the stereo picture — the singer on the left, the guitarist on the right, each holding his own side of the record, meeting only in the middle where the songs were. Engineers make such notes for practical reasons, but as an accidental portrait of the band in 1986 it could hardly be improved on. This was a partnership that now existed in parallel, in separate channels, summed to mono only by the listener.

The world around those two channels was expanding even as the centre narrowed. The album opens and closes with horn sections — baritone and tenor saxophones from Greg Smith and Lon Price, and on the closing track “Tired of Getting Nowhere” a full brass contingent including trumpeter Rick Braun. Braun’s presence is a thread worth following: within a year he would co-write “Here with Me” with Cronin, the band’s final hit — one more outsider absorbed into the inner circle of a group whose inner circle was dissolving. The backing-vocal benches were equally deep: the Waters sisters, Julia and Maxine, and Terry Wood sing behind “Variety Tonight” and the closer; Bob Carlisle, a decade away from his own fame with “Butterfly Kisses”, is in the choir on “In My Dreams” itself. The album’s cover, from a concept by the band with artwork by Donald Ryan and photography by Aaron Rapoport, presented the five men as a unit, because in 1986 the fiction of the unit was still the product being sold.

None of this is the sound of a band being abandoned by its label or its audience. It is the sound of a band being maintained at full professional specification — horns, session royalty, a December finish — while the two men on the left and right of the stereo field drifted out of each other’s reach. “In My Dreams”, mixed from those same sessions, carries no trace of the arrangement. Which is its own kind of evidence: whatever else was failing, the craft never did.

The Album That Arrived Tired

Life as We Know It was released on February 9, 1987, and the numbers describe a landing that was respectable and unmistakably downward. Where Wheels Are Turnin’ had reached No. 7 on the Billboard 200 and gone double platinum, the new album peaked at No. 28. It was certified gold in the United States — half a million copies, a figure most bands would frame — but for REO Speedwagon it marked the end of an era of automatic abundance. Abroad, the picture was mixed: the album reached No. 24 in Sweden and No. 73 in Canada. It would prove to be the band’s final Top 40 album, and their final studio release with the classic lineup intact.

The critics were not kind, and this time there was no Cash Box-style rescue party. Rolling Stone’s review was unfavourable; AllMusic, looking back, awarded the record two stars. Some of that harshness was the era talking — by 1987 the critical establishment had filed veteran American arena rock under heritage product, and the charts were being colonised by a younger, more visual generation — but some of it was the record’s own fault. An album whose credits require a flow chart, whose emotional centre keeps shifting from track to track, asks a lot of a listener’s loyalty. The miracle of Life as We Know It is not that it disappointed people. It is that, sitting inside it at track three, was a record that disappointed nobody.

The commercial context mattered to the song’s fate in a practical way. In the music business of 1987, a soft third single from a cooling album by a band the press had declared passé was precisely the kind of release that died unmourned on a label’s schedule. “In My Dreams” would need everything to go right: the right format, the right season, the right advocates inside Epic. What it got, first, was a lesson in how close the whole album had come to a very different destiny.

Top Gun and the Ones That Got Away

The strangest footnote in the album’s history sits at the top of side one. “New Way to Love”, Cronin’s opening rocker, was at one point considered for use in Top Gun — the 1986 fighter-pilot blockbuster whose soundtrack became one of the defining commercial machines of the decade, sending “Take My Breath Away” to No. 1 and turning soundtrack placement into a career-making lottery for rock acts. The song did not make the film. REO Speedwagon’s album therefore missed the single most powerful promotional vehicle available to a band of their profile in 1986, at exactly the moment they could have used it most.

It is worth dwelling on the near-miss because it frames the album’s whole struggle. The mid-eighties music business ran on multipliers: MTV rotation, soundtrack placement, a video that caught. Wheels Are Turnin’ had enjoyed the first of these and survived its botched opening single on the strength of a No. 1 ballad. Life as We Know It got none of the gifts. No film placement. No chart-topping single to drag the album behind it. Mixed reviews, a lead single that performed respectably rather than spectacularly, and a fan base being courted by every younger band with a video budget. “In My Dreams” would have to make its way in the world the slow way — on radio formats, in the summer and autumn of 1987, on the merits of the song itself. Which is, in the end, exactly what it did.

The Singles Gauntlet

Epic’s campaign opened with muscle. “That Ain’t Love”, a Cronin rocker with a fighter’s title, was the lead single, and it performed the way a lead single from a gold-selling REO album was supposed to: No. 16 on the Billboard Hot 100, and a muscular No. 5 on the Mainstream Rock chart — proof, for a moment, that the band could still punch on rock radio while its ballads did the pop work. The second single reached back into the band’s oldest well: “Variety Tonight” was written by Neal Doughty, the founder, the same quiet keyboard man whose “One Lonely Night” had been a Top 20 hit two years earlier. It stalled at No. 60 on the Hot 100, though it reached No. 28 on the rock chart. The founder’s luck, this time, did not hold.

Step back, and the three singles amount to a rotation through the band’s three remaining centres of power. First the frontman alone, with a rocker. Then the founder, with a song in the slot his song had filled triumphantly two years before. Then the frontman again — but this time in partnership with the professional, the insurance policy, the man from the hit factory. A campaign is supposed to be a strategy; this one reads like a census, each constituency of a fragmenting band taking its turn at the marketplace to see whose version of REO Speedwagon the public would still buy. The answer the public gave, across the spring and summer of 1987, was unambiguous in its ordering: the rocker did well, the founder’s song did not, and the professional ballad did best of the three where it mattered most, on the format that would sustain the band for the rest of its recording life.

So the album arrived at its third single with its commercial momentum draining and its options narrowing. The choice Epic made tells you where the smart money inside the label thought the band’s future lay: not with another rocker, and not with another Richrath composition, but with the Cronin–Kelly ballad, the softest and most adult song on the record, released in July 1987 into the heart of summer. It was, whether anyone said it out loud or not, an adult contemporary strategy wearing a rock band’s clothes. The battle for “In My Dreams” would be fought on the softest battlefield in American radio — and the trade press fired the first shot in the band’s favour.

A Sentimental and Romantic Spin

Cash Box, reviewing the single in its issue of July 11, 1987, called “In My Dreams” a “sentimental and romantic spin [that] should connect with AC and CHR” — AC being adult contemporary, CHR the contemporary hits format, the two great pop pipelines of the era. It is a modest sentence, but read it closely and it is a battle plan: the trade paper is telling programmers that this record can live in both worlds at once, the soft format and the hit format, and that is precisely the double life the song went on to lead.

Through the late summer and autumn, “In My Dreams” climbed. It peaked at No. 19 on the Billboard Hot 100 in late October 1987 — not a spectacular number until you remember the conditions: a third single, from a No. 28 album, by a band in its third decade, in the year of Faith and Bad and The Joshua Tree. On the Adult Contemporary chart, where the song’s real congregation lived, it climbed higher, to No. 6 — the band’s strongest showing on that chart in years, and a demonstration that the audience which had grown up with REO Speedwagon had not gone anywhere; it had simply moved to a different radio dial position, taking its loyalties with it. In Canada the single reached No. 61, a quieter echo. The dream, it turned out, travelled.

There is a pleasing symmetry in the Hot 100 number, and the band’s historians have every right to savour it. Two years earlier, Doughty’s “One Lonely Night” had peaked at exactly No. 19. Now Cronin and Kelly’s song stopped at the same rung. No. 19 was becoming REO Speedwagon’s late-imperial altitude: not the summit of 1981 or 1985, but a cruising height the band could still reach, reliably, on craft alone — first with the founder’s song, then with the hit doctor’s. Between those two No. 19s lies the whole story of the band’s eighties: the talent was never the problem. Everything around the talent was.

The Video Version

The single’s four-minute-and-twenty-second edit existed because of television. The official video for “In My Dreams” was directed by Bruce Gowers — one of the most experienced hands in the business, a director whose career stretched back to the most famous promotional clip of the previous decade, Queen’s “Bohemian Rhapsody” — and produced by Paul Flattery. The pedigree is a reminder that Epic was still spending real money on this band in 1987; labels do not hire Gowers for acts they have written off.

But the video arrived in a medium that was changing under the band’s feet. MTV in 1987 was a different country from the MTV of 1981, where REO’s early clips had made them pioneers: the channel’s centre of gravity had shifted toward the young, the telegenic and the heavily styled, and a performance-era clip from a band of thirty-something Midwesterners was competing for rotation against the most video-native generation in pop history. The Gowers clip did its job professionally and without embarrassment, and the song’s chart run suggests it found its audience anyway — increasingly, though, that audience was finding REO on the radio dial rather than the television screen. The dream was becoming a listening experience again, which is perhaps what it had always wanted to be.

The edit itself is the era in miniature. Four minutes and thirty-one seconds of dream had to become four minutes and twenty of product, eleven seconds surrendered to the formats. Nobody at the time thought anything of it; the single edit was the version a generation of listeners memorised, and it is the edit that the surviving video still carries today, the album’s longer reverie preserved for those who go looking for it on the record itself.

The Hits and the Last Stand

In May 1988, Epic released The Hits, a compilation that gathered the classic run — and did something unusual for a stopgap release: it carried two brand-new songs, the work of a band not yet ready to be only a memory. One of them closed the Tom Kelly circle in a way that borders on the poetic. “I Don’t Want to Lose You” was an old i-Ten song, written by Kelly and Steinberg for their own band years earlier; now REO Speedwagon, the group Kelly had been quietly servicing as singer and songwriter all decade, recorded it as one of their final statements of the era. The other new song became the era’s actual farewell: “Here with Me”, written by Cronin with jazz trumpeter Rick Braun, reached No. 20 on the Hot 100 and No. 9 on the Adult Contemporary chart in 1988. It was the group’s final hit on the main chart. The Hits itself went on to be certified four times platinum in the United States — a statistic worth sitting with, because it means the audience for this band’s catalogue was still enormous even as the band itself was coming apart. The demand was never the problem. The band was.

The end, when it came, came in the order the album credits had predicted. In September 1988, Alan Gratzer — the drummer who had co-founded the band with Doughty in 1966 — retired from music to open a restaurant. In early 1989, after the tensions that “One Too Many Girlfriends” had advertised finally boiled over, Gary Richrath quit. A reconfigured lineup, with Graham Lear on drums and Miles Joseph standing in on guitar, played exactly one show, in Viña del Mar, Chile, in January 1989, before Dave Amato arrived to begin the band’s long second life. The classic lineup — the five men on “In My Dreams” — never recorded together again.

The after-story has its own ache. Richrath formed his own band and stayed away for decades; his single return to the REO stage came at a 2013 benefit concert for Illinois tornado victims, the first time he had played with them since the nineties, and, as it proved, the last. He died in September 2015. Cronin kept the band on the road with Amato and drummer Bryan Hitt; Doughty, the founder, outlasted everyone, retiring from touring only in 2023 after 55 years. Then, in September 2024, the band announced it would cease touring at the end of the year amid irreconcilable differences between Cronin and bassist Bruce Hall — the old war, resumed in a new century — and the final show under the REO Speedwagon name was played on December 21, 2024, at the Venetian Theatre in Las Vegas. Even then the story refused to close: in June 2025 the surviving members staged a one-off hometown reunion in Champaign without Cronin, and that September, Cronin, Hall, Doughty and Gratzer stood on a stage together for the first time since 1988, performing with the University of Illinois marching band in the town where two students had started the band almost sixty years before.

The Dream in the Catalogue

“In My Dreams” never left the catalogue. It was carried onto The Hits in 1988 while the ink on the band’s obituary was still wet, and into the streaming era on The Essential REO Speedwagon, where its co-writer credits — Cronin, Kelly — now sit in the metadata beside the rest of the band’s story. The songwriting world formalised Kelly’s stature in 2011, when he and Billy Steinberg entered the Songwriters Hall of Fame together; in February 2026, Steinberg’s death at 75, after a long battle with cancer, closed the partnership’s story for good, leaving “In My Dreams” as one of the curious footnotes of Kelly’s career — the hit he wrote with a singer instead of his lifelong partner, for a band that was quietly ending around him.

On the radio formats Cash Box had named for it in July 1987, the song simply stayed. Adult contemporary and classic-pop programmers kept it in the rotation that preserves the eighties’ softer canon, the company of the era’s other durable dreamers. It is not the REO song that gets the documentaries — those belong to the No. 1s — but it is, arguably, the REO song that best survives being listened to alone, at night, by the audience it was always actually for.

Why the Dream Endures

“In My Dreams” endures because it is the rare late-period hit that gains meaning from everything that was collapsing around it. Heard in 1987, it was a lovely adult ballad from a cooling album, a No. 19 single with a No. 6 heart. Heard now, it is something richer: the sound of a great American band in the last December of its classic life, singing — with the help of the most professional songwriter in the business — about the distance between the way things were and the way they are. Cronin’s lyric is about a lover. It has become, inevitably, about the band: about five men who had once made the biggest album in America discovering that the feeling could be revisited in dreams more easily than in life.

The battles behind it were the quiet, fatal kind — not fights over the song, but fights over everything else: authorship, direction, pride, the right to define what REO Speedwagon was for. The song outlasted all of them because it declined to take a side. It does not rock like Richrath wanted, and it does not confess like Cronin’s biggest ballads; it dreams, which is what people do with the things they have lost and are not finished loving. The classic lineup never made another album. But in December 1986, in a studio in Los Angeles, it made this — and the dream, at least, is still exactly where they left it.

That is the final symmetry, and it is worth stating plainly. In 1985, the founder’s song about persistence stopped at No. 19 while the band was still whole. In 1987, the imported professional’s song about dreaming stopped at the same No. 19 while the band was quietly ending. Two singles, two songwriters from opposite ends of the REO story, one identical altitude — as if the charts themselves were marking the ceiling of what was left. Everything after was valediction: one more hit, at No. 20, from a compilation, and then the long touring twilight. “In My Dreams” is the last record the classic REO Speedwagon made the way it had made its classics — in a studio, on an album, with the whole argumentative family in the room. The argument is over now. The dream is what remains.