EXCLUSIVE: Michael Jackson’s “She Was Loving Me”

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Below is an excerpt from my book Michael Jackson: Songs & Stories From The Vault. The full book is available via Amazon and iBooks.

The Grammy Awards is among the most prestigious annual awards ceremony in the music business. Every year the who’s who of music—singers, songwriters, producers, engineers, and record executives—gather to honor the industry’s greatest talents.

Michael Jackson was all too familiar with the ceremony, having won thirteen Grammys throughout his four decades in the music business, including an astonishing eight awards during the 1984 Grammys at the Shrine Auditorium.

Fifteen years after Jackson’s historic domination, the Shrine Auditorium yet again played host to the star-studded ceremony, with the biggest names in music flocking to L.A. to attend The 41st Annual Grammy Awards on February 24, 1999.

But as the industry toasted the impending close of a century, its brightest talent was less than eight miles away, holed up in a Hollywood recording studio with his sights set squarely on the new millennium. 

By the time the 1999 Grammys rolled around, Jackson had been working for more than six months on recording new songs for what would ultimately be his final studio album, Invincible.

During the week of the awards ceremony, Jackson was collaborating with songwriter/producer Elliot Straite, also known as ‘Dr. Freeze,’ at Marvin’s Room – an iconic recording studio on Sunset Boulevard.

The studio was originally called Marvin Gaye Studios, and was owned by Gaye from 1975 to 1979 before being foreclosed on, sold and renamed.

In 1997, the studio was sold yet again – this time purchased by record executive John McClain, who restored the facilities and reopened them as Marvin’s Room.

And so McClain, who was managing both Jackson and Freeze at the time, orchestrated a collaboration between the pair.

Jackson’s record label, Epic Records, a division of Sony Music, was hoping to unveil the singer’s work-in-progress album at some stage before the new millennium, and a tentative release date of November 1999 was set by the label.

However, after several postponements, it became apparent that Jackson was not at all concerned with meeting their desired deadlines. As of early 1999 the label had not heard any of the new material he’d recorded in the preceding months.

But that was about to change.

Cory Rooney, the Senior Vice President of Sony Music at the time, remembers being invited to the studio by Jackson for a rare listening session with some of his fellow executives from the company.

“Michael invited us to the studio to listen to some music because we were all out there in Los Angeles for the Grammys,” recalls Rooney.

The prospect of hearing what Jackson was working on was mouth-watering for the executives at the label.

“For Michael to want to unveil some music, that was a big treat for us because he never did anything like that,” Rooney explains. “You would rarely get the chance to hear what he was working on.”

The Sony team, including Rooney, took Jackson up on his extraordinary offer and headed to Marvin’s Room, where Jackson was set to debut the music for them.

“It was myself, Tommy Mottola, John Doelp, Polly Anthony, and David Glew – all the top Sony Music and Epic Records people,” recalls Rooney of the listening session. “So we walked in the studio, and he played one record. Just one record.”

The song Jackson showcased during the listening session was the Dr. Freeze-produced “Break Of Dawn”—a track that would ultimately be released on the Invincible album two-and-a-half years later.

Although they went in expecting to be shown more than just one song, the executives were thrilled with what they heard.

Tommy Mottola, Chairman CEO of Sony Music at the time, commented that if the rest of the record was as good as “Break of Dawn,” they had a guaranteed smash hit album on their hands.

Mottola’s appetite had been whet and he wanted to hear more. Jackson indicated that he would oblige Mottola before long, with Rooney recalling that “Michael promised us that he would send another record a few weeks later.”

During their flight home from Los Angeles to New York, Mottola proposed that Rooney, who had been producing hits for a host of other artists, should write and produce a song for Jackson to record.

Rooney jumped at the chance and got straight to work the moment he arrived home from L.A.

“I got home, went in my house, and I wrote this song,” recalls Rooney. “I did the music at my house, then I brought the musical track to the Sony studios to write the lyrics and record the demo.”

When working on the lyrics for the track, Rooney took inspiration from a conversation he’d recently had with one of Jackson’s collaborative partners, prolific songwriter Carole Bayer Sager, who urged him to write a song that tells a story.

“[Michael] loves to tell a tale,” Bayer Sager told Rooney. 

“I’ve always wanted to be able to tell stories, you know, stories that came from my soul,” explains Jackson. “Make [people] see pictures, make them cry and laugh, take them anywhere emotionally with something as deceptively simple as words… to tell tales to move their souls and transform them. Songwriting uses [those] skills [and] creates the emotional highs and lows…”

And so, putting Bayer Sager’s advice into practice, Rooney went about writing a story for Jackson. That story became a masterfully written tale of passion, lust, betrayal and shame called “She Was Loving Me.”

Rooney had barely finished piecing the track together at Sony Studios when Mottola heard it for the first time.

“Tommy (Mottola) came in the studio with Danny DeVito,” recalls Rooney. “It’s funny, Danny was intrigued. He loved the track so much he was like, ‘Play that again, play that again. Oh my god, this is amazing!’”

Mottola was impressed as well, and insisted that Jackson hear the track as soon as possible. “Tommy took a very, very nasty, rough, scratch demo, and he said, ‘Man this is a great song. I’m sending it to Michael right now.’ And he sent it to him, just in its rough stage.”

Initially Rooney was apprehensive, concerned that sending Jackson his incomplete demo may deter him from wanting to record the track. “I was actually like, I don’t know if that was a good idea,” recalls Rooney, “because, you know, if he’s gonna hear it in its rough stage, then I might have blown my opportunity.”

Mottola sent Rooney’s rough demo to Jackson that night, a Thursday. Jackson, who was still in Los Angeles at the time, got it the next morning.

“Tommy sent it on the Thursday; Michael heard it on the Friday; and I promise you, by that Monday, [Jackson] was in New York,” recalls Rooney. “He called my house and he said, ‘I’m ready. I’m prepared. I’m ready to sing the song.’ And he was ready. I was blown away.”

Despite already being an accomplished songwriter, producer, and record executive, the opportunity to work with the King of Pop was a humbling honor for Rooney.

“I’d already had so much success in my career with Mariah Carey, Jennifer Lopez, Marc Anthony, Mary J. Blige, and Destiny’s Child,” says Rooney. “Then all of a sudden you’ve got Michael Jackson calling you and saying, ‘I love your song.’ I couldn’t believe it.”

The Hit Factory, a sprawling building boasting seven luxurious recording studios and five rehearsal suites, would become Jackson and Rooney’s home for nearly a month between late March and mid-April 1999, during which time they recorded Jackson’s vocals and worked further on the track.

Located at 421 West 54th Street in New York City, The Hit Factory has hosted the recording sessions for some of music’s most important albums, including Songs in the Key of Life by Stevie Wonder (which was the first album ever recorded there), Born in the U.S.A. by Bruce Springsteen, Graceland by Paul Simon, and a sizeable portion of Michael Jackson’s own HIStory album.

Prior to his arrival at The Hit Factory for their first session together Rooney was anxious about what the studio experience might be like with Jackson, and what the King of Pop’s creative process was when recording other people’s songs.

“Sometimes [artists] will say they love the song but they wanna change this verse, and they wanna change this melody,” explains Rooney. But to his surprise, Jackson came in the studio and expressed that he loved the demo exactly as it was, and did not want to make any changes at all.

“Rewind it. Rewind it. I like the way you phrase that. Hold on. Let me do that again. I wanna make sure I get the timing like you got it,” Rooney remembers Jackson insisting. “I was blown away. I’m like, This is amazing! For this guy to accept and love every inch of my song, every part of it, you know, it was so surreal. It makes you emotional.”

When it came time to lay the vocals for the track, Jackson had just one request. Under the advice of his longtime singing coach, Seth Riggs, Jackson proposed that he should record the vocals for the track over two separate days.

“The song ‘She Was Loving Me’ goes from [Jackson] singing really low in the verses, to singing really high in the choruses,” explains Rooney. “So it was two different types of vocal. It was like Michael Jackson’s ‘Billie Jean’ voice and his ‘Dirty Diana’ voice in one record.”

“He was very polite,” recalls Rooney of Jackson’s temperament. “He asked me, he said: ‘Um, if it’s okay with you I’d like to sing the verses today because I’ve warmed my voice up for the low part. And then I’d like to sing the high chorus parts tomorrow, because when I’m doing songs and I’m screaming up, like a ‘Dirty Diana’ type of thing, I like to warm my voice up for that in particular.’ I thought it was amazing that he was asking me if it was okay. And asking for my permission to do it that way when, you know, he’s Michael Jackson.”

“Michael is polite and kind,” agrees Bruce Swedien, who recorded and engineered on all of Jackson’s solo albums from Off The Wall through Invincible. “He’ll say, ‘Can I hear a little more piano in the earphones, please?’ I turn up the piano in his cue mix, and then he’ll say, ‘Thank you.’ This is an industry where you don’t hear those words a whole lot. So for that reason I totally respect Michael. His musical integrity is so astounding.”

“I was expecting him to tell me how he works, what he does and what he doesn’t do, because so many artists are like that,” adds Rooney. “If this was Jennifer Lopez, or even Lindsay Lohan, they’d be giving me orders. But not Michael.”

After about twenty minutes of vocalizing and warm-up exercises with Riggs, Jackson—dressed in a red button-down shirt and black pants—removed his sunglasses and stepped into the booth.

“He was in the vocal booth at The Hit Factory and we dimmed the lights for him just enough for him to be able to read his lyric sheet,” recalls Rooney.

“I met her on the way to Chicago, where she was all alone,” sang Jackson in a low, sultry tone to the sound of his own finger snaps, “and so was I, so I asked her for her name/ She smiled and looked at me/ I was surprised to see that a woman like that was really in to me.”

“His vocals were so smooth and so perfect,” recalls Rooney. “But the most amazing part about him being in the booth was his dancing. He danced between the takes. He danced through the takes. He snapped his fingers. He stomped his feet. You could barely hear a take without him snapping his finger or stomping his feet to the rhythm.”

“When Bruce Swedien recorded Michael he would create a whole stage, like a platform, for him to stand on,” explains Rooney. “I didn’t have a platform like that at the time. But on all of my takes, when you strip down the music, you hear him singing but you also hear him snapping his fingers, shuffling paper; you hear him stomping his feet, and the rhythm just takes over him.”

Rooney recalls that Jackson remained in the vocal booth until he was happy with his performance.

“Some singers are in and out of the vocal booth. In and out. In and out. But Michael stayed in the vocal booth until he got the job done.”

Once they had completed the first session—the lower parts of the track and the background vocals—Jackson asked Rooney what time he should return the following day to record the choruses.

“I said: ‘Michael, what time would you prefer to work?’ And he said: ‘Cory, it doesn’t matter to me. You’re the producer. I’m here to work with you. You’re the boss. So you tell me what time you want me to be here. If you want me to be here at seven in the morning I’ll go home and get some rest and I’ll be here for seven.’ It was mind-blowing.”

The next morning, Jackson didn’t show up. He’d fallen ill and wasn’t feeling well enough to attend the planned session.

“I didn’t have children before [when recording] the other albums, so I caught a lot of colds [this time],” explains Jackson of how becoming a father affected his ability to consistently record. “I was sick a lot because my children would catch colds and I would catch colds. So we had to stop and start again and stop and start.”

“Normally, if you’re working with someone like J-Lo or Mariah Carey, you can be in the studio for days just waiting for them to show up,” says Rooney. “And they won’t so much as call to let you know they’re on their way, or running late, or not coming at all.” Michael Jackson, on the other hand, was not only courteous enough to call, he sent a gift package to express his apologies for missing the session.

“He sent me a basket so big that I had to call a truck service just to come take it home,” recalls Rooney. “It was full of DVDs, a DVD player, a little popcorn maker, all of these cool little books on the movies, almost like comic books, like little vintage magazines about vintage movies and stuff. So that was really, really cool.”

Accompanying the basket was a handwritten note from Jackson.

“The note on it, which I still have, it was just something he sent me to say, ‘Forgive me for not being able to come,’ because of his illness.” Rooney called Jackson to thank him for the package and the two ended up talking on the phone for quite some time.

Then, after a couple of days’ rest, Jackson returned to the studio, again with singing coach Seth Riggs in tow.

Jackson would invite Riggs to every session, and he would warm the singer’s voice up based on what type of sound he was aiming to achieve during that particular session.

In this case, it was the gritty “rock” style for the chorus parts.

“She said she didn’t have no man,” erupted Jackson powerfully from within the booth. “She lied to you, lied to me/ Because she was loving me, loving me, yeah!”

Jackson, a true professional, knocked out the vocals quickly and flawlessly.

“You could feel the magic in the room,” recalls Rooney. “Everyone was excited about it. It was crazy!”

Once all the vocals had been recorded the only thing left to do was to review them, select the best takes, and compile them.

“Michael compiled the final vocal himself,” reveals Rooney. “He compiled all his own stuff. He sat there with a pen and paper and went through all his takes and picked out all his favorites. He pieced it all together. It took him about half an hour because he did multiple performances of it.”

“If you go back and listen to the takes you can hear him say little things, and imitate the instruments and sounds,” says Rooney. “We even used some of the vocals I recorded from his warm-up with Seth Riggs. We used them as ad-libs in the middle of the song because they sounded so amazing. He was very pleased with it.”

Once he was satisfied with the vocal they had compiled, Jackson referred Rooney to his trusted arranger, Brad Buxer, to polish the transitions.

“Michael sent me to meet with Brad [Buxer],” says Rooney, “who helped me do a few little edits here and there to clean up what we had compiled as his vocal.”

Buxer, a talented musician in his own right, is best known for his contributions to and involvement in some of Jackson’s most acclaimed pieces, including “Stranger In Moscow” and “Who Is It.”

Although the recording process did not take long at all, Jackson and Rooney spent nearly a month in the studio, working on the track.

“We spent so much time—I would say we worked for a good two weeks—on tweaking alone,” recalls Rooney. “It took two weeks because we spent [a lot of] time laughing, joking, talking, and having such a good time in the studio. We stretched it out just to have fun. In the end, we spent most of April in the studio kind of plotting and planning. We used that as our kind of headquarters to really get the record in line.”

At one point during their sessions at the Hit Factory, Jackson and Rooney left the studio to watch renowned magician David Blaine perform a stunt in which he buried himself alive.

Blaine was laid to rest about six feet into the ground at a Donald Trump development, facing New York’s elevated West Side Highway by the Hudson River.

“It was a big display and everyone was going to see him,” recalls Rooney. “You could look down at the ground and see him through the Plexiglas. Michael was like, ‘Wow!’ because he absolutely loved magic, so we went down there to check it out.”

Although it was Rooney’s job to produce hit songs for Sony Music artists, he felt that Jackson needed more than just his name at the top of the charts. He felt Jackson needed both an ally at the record label, and a friend.

“I could have taken advantage of the situation, tried to produce six songs, and get Michael to record them, but I didn’t care for that. I just wanted to give him anything at that time that he needed. And I felt like he needed to have fun, and to have a friend more so than some guy trying to push songs on him. That was genuinely what I truly felt in my heart. We had a great time.”

Rooney recalls that one of the most special musical moments he shared with Jackson in the studio came about by chance, and had nothing to do with the song they were working on.

“One day I was sitting at the keyboard, and I’m playing the cords to ‘Never Can Say Goodbye’ by The Jackson 5. So I sing the first two lines: ‘Never can say goodbye, no, no, no, no I, never can say goodbye.’ Then all of a sudden I hear this voice start singing: ‘Even though the pain and heartache seems to follow me where ever I go.’ But really, like, singing it. Not just humming it or playing around, like, singing it. For real! And I just kept on playing, and he kept on singing. And that was the way he came in the studio one day.”

“If only I had a camera, because that was a magic moment. I’m gonna be telling that story to my children’s children, and I hope they continue to tell the story as well. I went from singing the two lines, to feeling someone put their hand on my shoulder as if to say ‘keep it going. Keep it going.’ So I do, and I hear this guy really killing it. Singing it with conviction. Not just humming it—killing it! I couldn’t believe it.”

Back at the Marvin’s Room studio in Los Angeles, during the “Break of Dawn” listening session, Jackson had promised he would send Tommy Mottola more of his newly crafted material.

True to his word, some time after wrapping up the “She Was Loving Me” sessions, Jackson sent Mottola another track, unintentionally gifting Rooney yet another memorable moment in the process.

“I was in Mottola’s office, talking to him about something,” recalls Rooney. “He was eating lunch, and he said, ‘Oh, while you’re here, Michael sent another record. Let’s listen to it.’ So he puts in the CD, and all you hear is, ‘Your love is magical. That’s how I feel.’ It’s, you know, the song ‘Speechless.’ It was just amazing. Tommy was like, ‘Oh, my god! Did you hear that voice? Now that’s the Michael I’m talking about!’ I mean, that intro alone, with just his voice, blew Tommy away. And then it just drops in, ‘Speechless, speechless, that’s how you make me feel.’ It just really blew his mind.”

“Speechless” was just the second track from Jackson’s new project that Mottola had heard. At this point, he had not even heard Jackson’s version of “She Was Loving Me.”

Jackson was highly protective of the music he put his voice on, and although the vocals were complete, Rooney had not yet completed the final mix for the track.

“It was up to me to finish the music for ‘She Was Loving Me’—to make the music track better and stronger,” explains Rooney. “And I completely lost the opportunity to do that because I got so caught up in trying to help Rodney Jerkins deliver for Michael.”

“‘She Was Loving Me’ was a great song, but it wasn’t going to be the first single,” explains Rooney. “It wasn’t what the record label was looking for. Michael wanted it to be a single at some point, but he wanted that big rhythmic thing for the lead single, and we hadn’t got that yet for the record.”

After concluding the “She Was Loving Me” recording sessions with Rooney, the collaborative relationship between Jackson, Rodney Jerkins, and his ‘Darkchild’ production team almost completely took over.

Rooney strongly believed that Jerkins was the man who could deliver the type of track that Jackson was striving for. However, following their first meeting regarding a possible collaboration, Jackson was not convinced.

“It’s not that he isn’t talented—he is very talented,” Jackson said of Jerkins, tells Rooney. “But his work sounds like everything else that’s out right now. I need a new ‘Michael Jackson’ sound… I want to take people somewhere they’ve never been sonically.”

So instead of polishing the music for “She Was Loving Me,” Rooney spent a good part of the next year nurturing the relationship between Jerkins and Jackson.

To point him in the right direction, Rooney reminded Jerkins of the valuable advice previously given to him by songwriter Carole Bayer Sager: tell a story. And so Jerkins and his team put that advice into practice, writing stories in the form of rhythm-driven tracks for Jackson.

The results included songs such as “You Rock My World” (the first Darkchild track recorded by Jackson in 1999 and ultimately the lead single from the Invincible album two years later), “Unbreakable” and “Threatened” – among others.

“Before you knew it, the Invincible record was done,” recalls Rooney. “Then Michael and Tommy Mottola started to fall out. And because everyone in the world knows that I worked so closely with Tommy, people started to try and put things between us.”

“Mottola kind of like played a little game,” adds Rooney. “He pulled me off the MJ project and started a Jennifer Lopez album, a Marc Anthony album, and a Jessica Simpson album, all at the same time. I was so caught up in [those projects] that the Invincible ship started to sail, and I couldn’t double back to finish ‘She Was Loving Me’ for Michael.”

By the time the Invincible album was released in late October 2001, things had turned completely sour between Jackson and Sony.

Later, Jackson accused Sony Music boss Tommy Mottola of sabotaging his album’s sales, of conspiring against the label’s artists, and of being racist.

Pictured: Late pop superstar Michael Jackson speaks out against Sony Music at public event in 2002.

And because of Rooney’s close working relationship with Mottola, all kinds of rumors began to swirl, including an allegation that Rooney was acting as Mottola’s personal ‘spy.’

Such rumors were completely untrue, according to Rooney, who tells that Jackson pleaded with him to not let the media and agenda-driven record executives ruin their friendship.

“Michael reached out to me personally and said, ‘Cory, do not let these people do to us and our friendship what they do to everyone else,’” recalls Rooney, maintaining that he saw himself as perhaps Jackson’s only true ally at the label.

Following the release of Invincible, Rooney began to wonder what the fate of the unreleased “She Was Loving Me” would be.

“The last time I spoke to Michael was in late 2008, around eight months before he passed away,” says Rooney. “We talked about the track and laughed and joked about a couple of things. He told me that he was in Las Vegas and that he was going back and forth between there and L.A. I told him I was going to be in Vegas at a certain time and I was hoping we could meet when I got there. But I actually never made it out to Vegas.”

“In that final conversation we talked about using ‘She Was Loving Me’ for his next project,” Rooney reveals. “He was talking about getting in a position where he was going to start lining up new songs and things like that. He said, ‘This record is so good, we gotta figure out something good to do with it.’”

Unfortunately, Jackson never had the chance to hear “She Was Loving Me” in its final state.

After Michael’s death Rooney, with the help of the King of Pop’s nephew, Taryll Jackson, brought the song’s music to completion, transforming it from a tranquil R & B track reminiscent of “Liberian Girl” from Jackson’s 1987 Bad album, into a hard-hitting rock anthem.

“The version that Taryll and I reworked is better, in my opinion,” says Rooney. “It’s stronger. I did the original, original version fifteen years ago. It was a different feel, and there was a different thing going on then. But Michael and I had always planned on kind of reworking it and turning it into what the Taryll Jackson version became.”

The Taryll Jackson version of “She Was Loving Me” was produced in 2010 for the Michael album – the first compilation of unheard material to be released since Jackson’s death – but a final mixdown was never done and Taryll’s version was not submitted to Sony.

When questions were raised about the authenticity of the vocals on some of the tracks on Michael, Rooney stated that he would not want his song to be included on the project.

Four years later, the track received yet another remix – this time by produced by Timbaland, for Sony’s second posthumous Jackson album called Xscape.

“She Was Loving Me” was released on Xscape under the title “Chicago,” which initially caused confusion among Jackson fans around the world.

Epic Records, who released the track, took the liberty of renaming it “Chicago” for the album—a title that neither Jackson, nor Rooney, had ever used when referring to the song.

When Rooney handed the song over to Sony, the track sheets and associated paperwork all noted the song’s title as “She Was Loving Me.”

In fact, Rooney had even registered the song’s legal title as “She Was Loving Me” with BMI.

Rooney’s BMI registration for “She Was Loving Me” as performed by Michael Jackson.

Rooney did, however, recall Jackson’s fascination with his decision to use Chicago as the city in which the man meets the woman in the song. 

“Why did you pick Chicago,” Jackson asked Rooney during one of their 1999 Hit Factory recording sessions.

“Because it just sounds better than any other city,” responded Rooney.

“I’ll prove it to you. Try to sing that line with any other city in place of Chicago. It won’t sound right.”

And so, just for fun, Jackson went about trying to sing the “I met her on the way to Chicago” line with other cities in Chicago’s place.

I met her on the way to San Francisco… I met her on the way to New York… I met her on the way to Los Angeles,” sang Jackson, giggling.

“See, I told you,” laughed Rooney. “Chicago is the only city that works. But the song was never called ‘Chicago.’ Never, ever. It has always been called ‘She Was Loving Me.’”


Damien Shields is the author of the book Michael Jackson: Songs & Stories From The Vault examining the King of Pop’s creative process, and the producer of the podcast The Genesis of Thriller which takes you inside the recording studio as Jackson and his team create the biggest selling album in music history.

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