Rogers has described "What About Me?" as "like a three-way love song...Everybody involved said 'Hey, what about me?' I think it's a beautiful record." Originally the male and female parts not sung by Rogers were to be performed by Lionel Richie and Barbra Streisand, but after Richie backed out of the project, Streisand did as well. The second proposed trio of singers was Rogers, Olivia Newton-John, and Jeffrey Osborne, but Newton-John began working on a duet with Barry Gibb of the Bee Gees and decided not to do both projects simultaneously. Osborne had a conflicting schedule as well, so the line-up of Rogers, Carnes, and Ingram was ultimately the one that recorded the song. Rogers, Olivia Newton-John and Ingram was recorded at Sunset Sound in the Summer of 1984 – Carnes came on later for unknown reasons[1]