A Broadway sensation when she recorded her acclaimed 2002 debut, she was determined to up the ante for her second album.

RCA singer/songwriter Heather Headley jokes that instead of "In My Mind," her sophomore album should have been called "Caught Up."

That is because during the three years after the 2002 release of her critically acclaimed first album, "This Is Who I Am," RCA was embroiled in a series of pre- and post-Sony-BMG merger executive shake-ups.

"It was almost like 'Waiting for Godot,' " Headley says with a laugh. "There were so many changes."

But in the end, she is glad it happened as it did. In addition to reteaming with the label's senior VP of A&R Stephen Ferrera and producers Jimmy Jam & Terry Lewis, Headley found herself for the first time under the watchful eyes of BMG North America chairman/CEO Clive Davis. "His overseeing my project was quite the honor -— and scary," Headley says.

It also gave her time to pursue her most important goal: finding the right songs. "I don't like the phrase 'sophomore jinx,'" Headley declares. "But it was there in my head: This album had to be much better than the first one."

Among the songs she says would not have happened if the original 2004 time schedule had been followed is the album's title track. The ballad -- co-produced by Shannon Sanders (India.Arie) -- is the first single from the Jan. 31 release.

Having already made inroads on the adult R&B front (reaching No. 4 on Billboard's Adult R&B Songs chart and No. 40 on the Hot R&B/Hip-Hop Songs list), "In My Mind" is now being promoted at mainstream R&B radio.

One of the reasons is due to some of the producers and guests who signed on for this project. For example, Lil Jon contributes the infectious "Back When It Was."

"It's like a '60s throwback song," Headley says. "When I was told that Lil Jon wrote this song, I was like, 'What?' But it's a credit to him and to co-writer Johnta Austin. They're clever and talented guys who know what they're doing."

Shaggy lends his skills on the reggae-flavored "Rain." Warryn Campbell chimes in with joyous gospel track "Change." Also sharing his expertise was Kenneth "Babyface" Edmonds on the humorous, introspective "Me Time."

"Some of the songs have a tinge more pop this time," Headley says. "I wanted to go into different worlds."

Now based in Chicago, Headley first claimed headlines on Broadway during her run in "The Lion King" and then "Aida," for which she won a Tony Award. After recording her first album, which peaked at No. 38 on The Billboard 200, Headley told Billboard in October 2002 that it was "always in my spirit to do R&B and pop."

Her stage-to-studio transition resulted in a hit single, "I Wish I Wasn't," that peaked at No. 15 on the Hot R&B/Hip-Hop Songs chart and earned Grammy Award nominations for best new artist and best R&B vocalist.

To get Headley out in front of people, RCA launched a five-city showcase series Jan. 16 in Atlanta. Additional stops included Washington, D.C. (Jan. 17); Chicago (Jan. 18); Los Angeles (Jan. 24); and New York (Jan. 31).

A planned TV blitz through early February includes appearances on "Soul Train," "Tavis Smiley," "The Ellen DeGeneres Show" and CBS' "Early Show."

The Diane Martel-directed video for "In My Mind" premiered online Jan. 19 via Yahoo! and Headley presented the clip Jan. 23 during the BET "106 & Park" segment "New Joint of the Day." The weekend before the album's release, VH1 Soul will air a special album-release party segment featuring the singer.

Headley says the perfectionist in her is satisfied with how "In My Mind" turned out.

"They finally had to take the album out of my hands so it could go to the factory," she says. "But I was able to do a lot with this album and feel we have it right. This is 'eureka' time."

Questions? Comments? Let us know: @billboard

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