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PERFORMING ON BET'S 106TH & PARK Newly energized, Keys embraced a new look and image, trading her signature cornrows for elegant curls and waves, and upgrading from youthful streetwear to high-end couture
Peter Kramer/AP Photo

Keys couldn't control gossip, but she could control her career...or so she thought. Over time, she began to feel taken advantage of by some of her advisers. For a while, she lacked the courage to do anything about it. ''I didn't realize they were taking me on a ride, that because of my ignorance and lack of experience, they knew they could guilt and persuade me into [doing] whatever they wanted,'' she explains. ''Everybody tries to make you feel like, 'This is the most important thing on the planet and if it is not done at this time, it will be the last time anything like this will ever happen.' So, of course, you do it and you listen to these people, even when you're dog-tired.'' Keys could go on venting all day, but declines to name the culprits. Rose, however, elaborates: ''Because I was able to work so closely on the management side, I saw a lot of things that were really disturbing. People she trusted for a long time weren't necessarily doing right by her.''

Keys had been recording and touring nonstop since 2001 without much time off. She was exhausted. By the time she hit the road to promote her second CD, Diary, her poker face became a permanent mask. ''My life became a big sound bite,'' she says. ''I can say something and it sounds profound as hell, but it doesn't really mean anything. It's almost like putting up a cover of smoke.'' Keys knew something was off while filming Smokin' Aces and The Nanny Diaries, in 2005 and 2006, respectively. She kept her feelings hidden, even from herself. ''From the time Alicia got her first deal, she was busting her ass 24/7 to fulfill her dreams,'' says Rose. ''She was always with the grace and the poise and a smile. But at the same time you knew something else was going on underneath. And I think she got tired and just cracked.''

Keys reached the breaking point in the summer of 2006, when a close family member—whom she prefers not to name — fell ill with cancer. ''It made me finally stop,'' she says. ''Nothing else was more important — no work, no costumes, no anything. I was forced to slow down, look at my life, and decide who I wanted to be. It all got very low at first because I was very depressed and I didn't understand why.'' Keys visited her dying relative every Sunday and paid for all the medical expenses.

A friend suggested that Keys visit a therapist, but ''I never quite felt comfortable enough to do that,'' she says. Instead, after her relative's death, that September Keys placed an urgent call to Rose. ''I was like, 'I need you to help me. I need to get out of here,''' she says. ''It was the most panicked, most desperate thing I've ever done, probably, in my whole life.''

NEXT PAGE: ''When I came back [to New York], I was so much more clear. I didn't want to feel so closed and internal. I wanted to enjoy life and explore the possibilities of life. And that's when I started doing music for this album.''