When I Grow Up

### Composer(s)

Rodney "Darkchild" Jerkins, Theron Thomas, Timothy Thomas, Jim McCarty, Paul Samwell-Smith

## Music Video

**"When I Grow Up"** is a song by The Pussycat Dolls. It is the lead single from their second studio album, *Doll Domination*. It is the group’s first single following the departure of Carmit Bachar, who left in 2008.

The song was intended for Britney Spears, but it was rejected by her label. Nicole Scherzinger recorded the song for her scrapped debut album, *Her Name Is Nicole*, but since it was cancelled, Scherzinger felt the song was better suited as a Pussycat Dolls song.

The song received mostly positive reviews, many critics stating it as a stand-out from the album. It peaked at number nine in the US and sold over two million digital copies in the country, making the Pussycat Dolls the first female group in digital history to have three singles pass the two million mark in digital sales.

There are two versions of the song, the album version is longer and repeats the chorus twice at the end and only features Nicole’s vocals. The music video version contains a dance break after the bridge, omits the repeat of the chorus at the end, and features the other Dolls' vocals throughout the song.

## Background

During the Dolls' success with *PCD*, Scherzinger had been working on her debut solo album, *Her Name Is Nicole*. She had recorded 75-100 songs for the project and released the singles "Baby Love" and "Whatever U Like", both failing to reach massive success. Following numerous delays and the poor performance of Scherzinger's two releases, the album was shelved and she turned her focus to the Dolls' second album. Many songs from her scrapped album were used as Pussycat Dolls songs, as Scherzinger felt they were better suited for the group.

"When I Grow Up" was written by Darkchild, who also produced the song, and Theron and Timothy Thomas. Britney Spears was offered the song and a demo recorded by Wayne Hector was pitched for her fifth studio album, *Blackout* (2007). The label rejected the song and Spears never recorded it.

When the song was given to Scherzinger, and eventually the Pussycat Dolls, it was reworked and recorded by Paul Foley, Mike "Handz" Donaldson and Roberto "Tito" Vazquez at 2nd Floor Studios in Orlando and Chalice Studios in Los Angeles, and was mixed by Spike Stent and Rodney "Darkchild" Jerkins at Chalice Studios in Los Angeles. The Yardbirds' drummer Jim McCarty and bassist Paul Samwell-Smith both received co-writing credits for the song, for its sample of "He's Always There" (1966). "When I Grow Up" made its world premiere online on May 16, 2008, and was issued as a digital downloadin North America on May 27. It was later serviced to contemporary hit radio in the United States on June 1, 2008. The release of "When I Grow Up" came after the departure of member Carmit Bachar. It was officially confirmed, after months of speculation, on March 4, 2008 that Bachar had left the group to follow "other performance interests". At the time of her departure, she had been the longest member of the group, joining in 1995 when they were a burlesque act.

## Composition

"When I Grow Up" is an uptempo electropop and R&B song that lasts four minutes and five seconds. Built around "bouncy synth lines" and a "thudding" bassline, the song features a heavy use of sirens, handclaps and pitch-shifted vocals. Scherzinger was cited as adopting Britney Spears' breathiness against the song's sirens, shouts and "pumping beat". Jaime Gill from Yahoo Music UK described "When I Grow Up" as a "dark, dissonant club banger". "When I Grow Up" contains a sample of the main riff of "He's Always There" by British rock band The Yardbirds. The song's writers, Jim McCarty and Paul Samwell-Smith, were honored for their contributions to the song at the ASCAP.

According to the sheet music published by Sony/ATV Music Publishing, "When I Grow Up" is set in common time with a tempo of 120 beats per minute. It is composed in the key of E minor, with Scherzinger's vocal range spanning from low-note of E3 to the high-note of G5. Lyrically, the song is centered around the desire to be famous when one grows up. Using satirical and autobiographical lines, Scherzinger begins the song's first verse with: "Now I've got a confession / When I was young I wanted attention". The "repetitive and catchy chorus" follows, where she sings the lines: "When I grow up / I wanna be famous / I wanna be a star / I wanna be in movies". MTV News commented that the song contains a theme that is "getting plenty of traction these days – beware the high cost of fame." Meanwhile, Melody Thornton said of the song's concept: "If you strive for higher and bigger things – along with that – comes hard work and dealing with a lot of stuff that you'd never assume you'd have to. So yeah, while the song is meant to be playful, it still does have that little warning twist to it". Music critics were initially confused by the line "I wanna have groupies" in the chorus; mistaking the line as saying "I wanna have boobies". American comedian Ellen DeGeneres also pointed this out when they performed the song on her talk show on September 23, 2008. Nicole Scherzinger said that "All of us started with a dream...I know when I was young, and I would sign people's notebooks, I wrote, 'Remember me when I'm famous,' and I don't know of a little kid who hasn't aspired to be someone."

For the music video version of the song, Thornton, Kimberly Wyatt, Jessica Sutta, and Ashley Roberts were brought into the studio to record vocals, which were produced by Scherzinger. Thornton, Sutta, and Wyatt sing the laughing during the verses, while Roberts sings the "oh!" during the lines: "But I ain't complaining / We all wanna be famous". Thornton sings the chorus with Scherzinger and Sutta sings "When I grow up" throughout it. Thornton, Wyatt, and Roberts join Scherzinger during: "But be careful what you wish for cause you / Just might get it / You just might get it / You just might get it".

## Music video

The music video was shot on Hollywood Boulevard in Los Angeles, with Joseph Khan directing. Britney Spears was supposed to appear in a short scene, waving at the The Dolls while driving by but it was cut from the final video.

In the video the Pussycat Dolls are shown sitting in a car in the middle of a traffic jam, where Scherzinger flashes a ring that says "famous". They sing the introduction of the song in the car before jumping out. When the chorus kicks in, the women leave the car and stand on the roofs of the other cars and start dancing a routine. Then they walk down a street of Hollywood stars with bubbles floating all around them. As they walk down the street, they also stop to sing on a bench. As the second chorus starts, the Dolls climb scaffolding and begin to dance. During Scherzinger's solo, she stands in a small area with the Pussycat Dolls logo to the left and a mirror to the right, with lights flashing. Her scene is intercut with shots of the other Dolls dancing in front of the logo. The Dolls then dance in the breakdown section with the logo behind them and the camera zooms out to reveal filming equipment and playback screens.

## Live performances

The Dolls' first live performance of the song was on *Jimmy Kimmel Live!*. The song was then performed at the 2008 MTV Movie Awards. The girls performed wearing spandex and leather outfits, while the backdrop visual displayed flashbulbs, tabloid headlines and diamonds. During the final chorus, they were joined by *America's Best Dance Crew* winners, the Javbawockeez, who descended from the ceiling wearing matching red T-shirts with stark white masks and baseball caps.

The single was performed at MTV Asia Awards 2008 in Kuala Lumpur, Malaysia, along with their 2005 single, "Buttons". The Dolls had to modify their routines to both songs due to Malaysia's decency laws. The group performed the song within a medley of "Apologize" by OneRepublic and "Scream" by Chris Cornell at the 2008 Fashion Rocks. These songs were remixed by Timbaland. Thornton would usually use this version during her solo performances of the song after the Pussycat Dolls' disbandment.

On November 21, they performed a medley of "I Hate This Part" and "When I Grow Up" at the 2008 American Music Awards. A new dance breakdown was performed for the latter song, incorporating the Dave Audé Remix. This version of the song would also be used for their Doll Domination Tour performances.

For the Dolls' 2019 reunion performance on *The X Factor: Celebrity*, it was performed in a medley with "Buttons", "Don't Cha", and "React". This performance also marked Carmit Bachar's first time performing "When I Grow Up" with the group.

Other performances of the song include *Star Academy*, the NRJ Music Awards 2008, Soundcheck at Walmart, *The Today Show*, BBC Switch, *The Ellen Show*, Vodafone Music Awards 2008, and more. The song was also included during their setlist when they supported Britney Spear's Circus Tour.

## Lyrics

**Nicole:**

Boys call you sexy (What's up, sexy)

And you don't care what they say

See, everytime you turn around

They scream your name

Boys call you sexy (What's up, sexy)

And you don't care what they say

See, everytime you turn around

They scream your name

**Nicole (Jessica, Kimberly, and Melody):**

Now I've got a confession (Ha-ha-ha-ha)

When I was young I wanted attention (Ha-ha-ha-ha)

And I promised myself that I'd do anything (Ha-ha-ha-ha)

Anything at all for them to notice me (Ha-ha-ha-ha)

**Nicole (Ashley):**

But I ain't complaining (Oh)

We all wanna be famous (Oh)

So go ahead and say what you wanna say (Oh)

You know what it's like to be nameless (Oh)

Want them to know what your name is (Oh)

'Cause see when I was younger I would say

**Nicole with Melody (with Jessica):**

(When I grow up)

I wanna be famous

I wanna be a star

I wanna be in movies

(When I grow up)

I wanna see the world

Drive nice cars

I wanna have groupies

(When I grow up)

Be on TV

People know me

Be on magazines

(When I grow up)

Fresh and clean

Number one chick when I step out on the scene

**Nicole with Melody, Ashley, and Kimberly (with Melody):**

(Be careful what you wish for 'cause you) just might get it

You just might get it

You just might get it

(Be careful what you wish for 'cause you) just might get it

You just might get it

You just might get it

Get it!

**Nicole (Jessica, Kimberly, and Melody):**

They used to tell me I was silly (Ha-ha-ha-ha)

Until I popped up on the TV (La-la-la-la)

I always wanted to be a superstar (**Melody:** Superstar) (Ha-ha-ha-ha)

And knew that singing songs would get me this far (La-la-la-la)

**Nicole (Ashley):**

But I ain't complaining (Oh)

We all wanna be famous (Oh)

So go ahead and say what you wanna say (Oh)

You know what it's like to be nameless (Oh)

Want them to know what your name is (Oh)

'Cause see when I was younger I would say

**Nicole with Melody (with Jessica):**

(When I grow up)

I wanna be famous

I wanna be a star

I wanna be in movies

(When I grow up)

I wanna see the world

Drive nice cars

I wanna have groupies

(When I grow up)

Be on TV

People know me

Be on magazines

(When I grow up)

Fresh and clean

Number one chick when I step out on the scene

**Nicole with Melody, Ashley and Kimberly (with Melody):**

(Be careful what you wish for 'cause you) just might get it

You just might get it

You just might get it

(Be careful what you wish for 'cause you) just might get it

You just might get it

You just might get it

Get it!

**Nicole:**

I see them staring at me

Oh I'm a trendsetter

Yes this is true 'cause what I do, no one can do it better

You can talk about me

'Cause I'm a hot topic

I see you watching me, watching me, and I know you want it

Oh!

(**with Jessica:** When I grow up)

I wanna be famous

I wanna be a star

I wanna be in movies

**Nicole with Melody (with Jessica):**

(When I grow up)

I wanna be famous

I wanna be a star

I wanna be in movies

(When I grow up)

I wanna see the world

Drive nice cars

I wanna have groupies

(When I grow up)

Be on TV

People know me

Be on magazines

(When I grow up)

Fresh and clean

Number one chick when I step out on the scene

**Nicole with Melody, Ashley, and Kimberly (with Melody):**

(Be careful what you wish for 'cause you) just might get it

You just might get it

You just might get it

(Be careful what you wish for 'cause you) just might get it

You just might get it

You just might get it

Get it!

## Videos

The Pussycat Dolls Recording Session (May 2008)The Dolls recording their vocals for the music video version of the single
### Live performances

PUSSYCAT DOLLS - When I Grow Up - Live Fashion Rocks 2008The Pussycat Dolls - When I Grow Up (Live on Jimmy Kimmel)The Pussycat Dolls - When I Grow Up (Live at MTV Movie Awards 2008)The Pussycat Dolls - When I Grow Up (Live at 'This Morning')The Pussycat Dolls - Reunion Medley (Live on 'The X Factor - Celebrity')Carmit performs the song with the group for the 1st time