Songfacts®:

• Kenny Rogers wrote the title track to his What About Me? album with producer David Foster and up-and-comer Richard Marx. The ballad is about a woman (Kim Carnes) who's torn between her love for two men (Rogers and James Ingram).
  
  "It was like a three-way love song," Rogers explained in The Billboard Book of Number One Adult Contemporary Hits. "Everybody involved said, 'Hey, what about me?' I think it's a beautiful record."
• Rogers went through a couple sets of singing partners before he landed on Carnes ("Bette Davis Eyes") and Ingram ("Baby, Come To Me"). Barbra Streisand and Lionel Richie (who wrote and produced Rogers' 1980 chart-topper, "Lady") were originally attached to the project but dropped out. According to Rogers, Richie backed off when he read a Billboard report about his hipness as a solo artist and didn't want to do another duet, causing Streisand to lose interest.
  
  Olivia Newton-John and Jeffrey Osborne stepped in, only for Olivia to bow out once Barry Gibb told her the song would compete with their own duet, "Face To Face." The "On The Wings Of Love" singer followed suit when he realized the release dates of his and Rogers' albums would conflict.
  
  Finally, Rogers brought in his longtime pal Carnes (his duet partner on the 1980 hit "Don't Fall In Love With A Dreamer") and R&B singer Ingram, who made his solo debut a year earlier with It's Your Night.
• This was a hit across four Billboard charts: the Hot 100 (#15), Adult Contemporary (#1), Country (#70) and R&B (#57).
• This was Richard Marx's first #1 hit as a songwriter; his second was "Crazy," the album's second single. In a 2018 Songfacts interview, Marx talked about his experience "writing" with Kenny Rogers.
  
  "I think Kenny would be the first to tell you that we never really wrote any songs together," he said. "Well, that's not true. 'What About Me?,' which was the first hit I ever had as a writer, primarily David Foster and I wrote the music, and Kenny and I wrote the lyrics. So, there was a little bit of collaboration there. But 'Crazy,' he literally wrote one word. Back in those days, I was more than happy to share in order to further my career and play the game that up-and-coming songwriters have to play. And it turned into a great thing, because those songs were big hits."
  
  Marx launched his own singing career three years later in 1987 with his self-titled debut album. His first single, "Don't Mean Nothing," went to #3 on the Hot 100.
• Carnes was confused why the single stalled at #15 on the Hot 100 when it seemed destined to reach the top. When she ran into Ingram a few years later, she was shocked to learn their song was stymied by racism. She told Pop Matters the story in a 2017 interview:
  
  "James said, 'You don't know? I was in the office with the head of promotion the day he got a call from a radio station in the south saying, We, and other stations, cannot play this record because we have too many complaints from listeners that it's a love triangle with a black man, a white man, and a white woman. We can't play it. We're alienating our listeners' I just said, 'Oh my God. Are you kidding?' To say that that was the reason just floored me. That's the ugly story."
• Although Streisand ended up rejecting this tune, Rogers still got a hit out of her in a roundabout way. In 1984, the same year "What About Me?" dropped, Streisand topped the AC chart with "Make No Mistake, He's Mine," another duet with Kim Carnes about a love triangle. In 1987, Rogers covered the song with Ronnie Milsap as "Make No Mistake, She's Mine," which went to #1 on the Country chart and earned the Grammy Award for Best Country Collaboration with Vocals in 1988.
• This was used on the short-lived 1985 TV series Street Hawk in the episode "Chinatown Memories."