Justin Timberlake's 'SexyBack': An oral history of his No. 1 smash

In November 2005 Justin Timberlake entered Timbaland’s Virginia Beach studio to begin work on his second solo album, FutureSex/LoveSounds. It was the follow-up to 2002’s Justified, the multimillion-selling smash that proved the former *NSYNC member had solo-artist swagger like that other onetime boy-bander Michael Jackson. If Justified was Timberlake’s Off the Wall, it was FutureSex/LoveSounds that would be his Thriller. Released on Sept. 12, 2006, the record sold 9.2 million copies worldwide and became Timberlake’s first No. 1 solo album. Perhaps its biggest legacy: his Grammy-winning single “SexyBack,” a genre-busting dance-club banger that hit the top of the charts for seven weeks—and helped usher EDM sounds to Top 40 radio. Now, 10 years after the track was released on July 6, 2006, the key players reveal how they created a modern-day classic.

JUSTIN TIMBERLAKE: When Timbaland and I first sat down to create the record, we really did want to make a statement. That was the only MO. With me and Tim, the biggest rule in the studio is: How does the music make us feel? Does it excite you in that way? When people heard the rest of the album, even though “SexyBack” sounds so different, all of it would make sense.

JIMMY DOUGLASS, “SexyBack” Mixer: Danja and Timbaland would be side by side, and they’d feed Justin different stuff that they’d collaborate on. On this particular [song], Danja had a basic root idea: four-on-the-floor kick drum, which no one was doing those days. Back when they did disco [in the ’70s], the drummers, with their floor drums, would hit a beat on every beat in the bar—and they called it a four on the floor. Danja just happened to have that little feeling.

TIMBERLAKE: I was listening to a lot of [David] Bowie at that time—Ziggy Stardust and Diamond Dogs—and I played “Rebel Rebel” over and over again, like, 15 times the day before I wrote anything for “SexyBack.” We were interested in taking those new-wave synth sounds that were made popular by bands like Tears for Fears and the Human League and seeing how much R&B we could add to that sound. We wanted to take those synth sounds and make them arpeggiated, almost like what’s very common with EDM now.

DOUGLASS: Justin was like, “Maybe I’ll bring something back! Maybe I’ll bring sexy back!” That’s literally how it went down. We went about writing little ideas about club vibes.

TIMBALAND, Co-writer and Producer: Since Justin and me are such musically inclined people, I feel like he was trying something different and we didn’t know it would open up new doors. We were just changing rhythms and finding melodies that [felt] timeless when we played them.

DOUGLASS: If you listen to the hook of the song, it goes, “VIP/Go ‘head be gone with it.” When we were recording the vocal sound, Justin said, “Put some sort of effect on me,” and I grabbed the first thing I could find and I put some interesting distortion. Then Tim came back in and he just added his little extra “VIP” thing, “Take it to the bridge,” which makes the song totally humorous and meta. Justin, being the genius he is, said, “Let’s call it ‘SexyBack.'” If you listen to the song, you’ll realize “SexyBack” happens [three] times in the song. If you called the song “Go ‘Head Be Gone With It,” people would have missed the whole point.

DANJA, Co-writer and Producer: Justin was singing in a way we never heard him sing. We were awestruck. It made sense the title would be “SexyBack” and the phrase would only be heard a few times in the song. I remember that opening line. From conception it stuck.

TIMBERLAKE: To [paraphrase] Miles [Davis], jazz isn’t the notes, it’s the space between them. One of the most important things about “SexyBack” is the silence between [the notes]. I think really good dance music that I hear now captures that as well.

DOUGLASS: Once we cut “SexyBack,” everyone [in the studio] got really excited, and they would go to a local club at night to release some of the energy and celebrate the goodness of what we were making. When they came back from the club—and they were a little clubbed out, I’ll put it that way—they kept making me play “SexyBack” over and over again. They were just dancing around like crazy people, Justin and Timbaland and the entourage.

DANJA: I remember Cristal champagne. I had my glass, like, “Buddy up!” Tim had a chef there [in the studio]. I remember this lasagna he made and these frozen mojitos. It was almost like cotton candy. It was so sweet and good.

TIMBERLAKE: That’s the reason I had to go to the gym in the mornings. I wasn’t able to resist Tim’s chef’s food!

When Timberlake turned the album in to Jive Records in 2006, he pitched “SexyBack” as the album’s first single. While the label had hoped to put out “My Love” instead, Timberlake prevailed—and just before it went to radio, industry insiders were psyched for his fresh (and risky) new sound.

TIMBERLAKE: I didn’t think about “SexyBack” being a risk until [the label] wasn’t comfortable with it as the first single. They gave all these reasons: It’s too fast, you’re not singing, your voice is distorted, no one’s going to know it’s you. It’s funny, because seven years later they were saying [my 2013 single] “Suit & Tie” was too slow. I’m a stubborn mule. I made a deal that we would shoot the video for “My Love” very quickly after shooting [the video for] “SexyBack.” So if, for some reason, we all looked at the “SexyBack” video and didn’t feel comfortable with it, we would be able to go with “My Love,” because that was one of the songs that they felt comfortable with. But when we started playing “SexyBack” for the people around us—young people—it just felt different to me.

DOUGLASS: We felt really amazed when he released that instead of “My Love” as the first single. It was so different from what he’d done, and that [sonic change] is what made people go, “What the f— is that?”

ELVIS DURAN, Host, Elvis Duran and the Morning Show: The first time I heard “SexyBack,” we were listening to it in the program director’s office and it was played for 10 people. Half the people were like, “Eh.” And the other half were like, “This is huge!” Justin was coming off of “Cry Me a River” and “Rock Your Body,” which were first-listen smashes. He was really riding in a fiery chariot at that time of his career. He could have put out a song that was iffy and it would have become a hit. But this was not an iffy song. It made people talk, like, “What does ‘SexyBack’ mean,” or “Where did sexy go?” People analyzed the lyrics like art on the wall.

DOUGLASS: Dance music wasn’t anywhere in sight in 2006. EDM was an underground thing. We thought, “We scored [a song] that might even change the sound of radio.” Apparently, in the clubs, that record would allow [the DJs] to play other [EDM] records. Suddenly, there was more real dance music on the radio.

TIMBERLAKE: I didn’t feel like it was a risk when we were making it. We really did want to make a statement at that time and do something just a little more bold.

“SexyBack” debuted at No. 90 on the Billboard Hot 100. But it soon rose to No. 1 and spent seven weeks at the top of the charts.

DURAN: We premiered it. I think we played it every hour that day. By the second or third time we played it, people were requesting it. The radio industry tends to play songs until they burn. We burned the hell out of that one!

TIMBERLAKE: I remember it playing in the club for the first time, and it was like whatever you played before it and whatever you played after it, sonically, just couldn’t compete.

TIMBALAND: Excuse me when I say this, but it was like grabbing your balls and walking into the club, like everybody turns and looks at you. “SexyBack” had that type of statement.

DURAN: Obviously it was selling very well. It received so much attention that we kept it in rotation for a very long time. Summer songs are different than other seasons. They have a whole other impact. It was probably one of the biggest songs of that year—if not the biggest song of the year.

Before “SexyBack” dominated the airwaves, Timberlake headed to Barcelona with director Michael Haussman to film the music video. Timberlake and Spanish actress Elena Anaya costarred as rival spies who become romantically entangled. The video debuted on July 25, 2006, and was then put into rotation on MTV.

MICHAEL HAUSSMAN, Director: We were there for at least two weeks; we were prepping, and I think we shot for four days. You look at the video and you have two parallel story lines: two spies spying on each other. I thought the song was retro—yet done new. [So we had the idea] to shoot in Barcelona because it’s a really cool, international city where we could get this really modern, strange architecture.

ELENA ANAYA, Costar: When we moved [into] the interior locations, Justin started dancing. He’s the best dancer on Earth, and even though I loved the video clip, he danced even better than what we see. When you’re acting, it’s tiring, and if you have to dance 17 hours a day, oh my goodness! But he has an energy that pulls everyone’s energy up.

HAUSSMAN: It was like this family atmosphere [on set]. He was with Cameron Diaz at the time. He and Cameron and his choreographer Marty [Kudelka] were all involved in some elaborate practical jokes. But they never pranked me!

ANAYA: You’d have to call Justin “Michael Angel,” for security reasons. Everyone would say, “Okay, we’re going to shoot Michael Angel.” So [when we were together], he would say, “Hi, I’m Michael Angel. Nice to meet you.” It was fun.

Even as summer 2006 came to an end, “SexyBack” was an inescapable smash for the rest of the year, and it would go on to win a Grammy for Best Dance Recording and achieve platinum status in five countries. A decade later, the song is still relevant—everyone from R&B kingpin Miguel to hair-metal icons Poison have performed covers—and it remains one of Timberlake’s finest singles to date.

DURAN: If I went into [the radio station] right now and played “SexyBack,” I would assume not a lot of people would turn [the radio] off. This is 10 years later. I can’t think of many songs that could stand up and succeed in that test of time.

TIMBERLAKE: I feel like what we did is rock & roll. You can call it pop music, you can call it pop-R&B, but the mentality of the music we were making at the time was grade A rock & roll. I don’t want to say we had our middle fingers up, but we just wanted to make something that didn’t sound like anything that was out there. We wanted it to grab you by the throat.

For more on Justin Timberlake’s “SexyBack,” pick up this week’s issue of Entertainment Weekly, on stands Friday or buy one here. Subscribe now for more exclusive interviews and photos, only in EW.