"His willingness to open up lyrically is why we got what we got," says Pharrell Williams
Credit: Invision/AP/REX/Shutterstock; Inset: Kevin Mazur/Getty Images

A version of this story appeared in the Feb. 2 issue of EW, on stands now. Don’t forget to subscribe for more exclusive interviews and photos, only in EW.

Here’s a story about Justin Timberlake almost crying that will make you smile. Just before the holidays, Timberlake paid a visit to Tom Poleman, iHeartMedia’s chief programming officer, to preview his first LP in nearly five years, Man of the Woods. Poleman has known Timberlake since his bleach-blond *NSYNC days, and these advance listening sessions are routine whenever Timberlake has new music. But this time, the superstar came with an unusual warning. “There were parts of the album where he said, ‘When this song plays, I have to leave the room because it makes me so emotional,'” Poleman remembers. Sure enough, when Timberlake cued up “Young Man,” a cheerful love letter to Silas, his 2-year-old son with wife Jessica Biel, he excused himself to briefly step outside.

Timberlake, 37, is known for many things — bringing sexy back, rocking bodies — but getting choked up over heartfelt family anthems isn’t one of them. Until now: When the Tennessee native returns with Man of the Woods on Feb. 2, two days before headlining the Super Bowl LII halftime show, he’ll be the latest pop superstar to use the music of the South to showcase a new, vulnerable side. Drawing on country and Americana influences, he’s writing intimate lyrics about family, fatherhood, and the simple life. To some observers, that might seem like a risky pivot, especially coming off of 2016’s undeniable Trolls smash “Can’t Stop the Feeling!” Yet Timberlake has built his career on risks (walking away from his mega-popular boy band, taking notoriously long breaks between albums). And his Woods collaborators aren’t worried about the album’s appeal thanks to songs like the bubbly title track. “When you play it, it just gets into your system,” Pharrell Williams says of the LP. “I can’t wait to get out there and see [it on tour]. Can you imagine 50,000 people singing the hook to ‘Man of the Woods’? It’s gonna be lit.”

Timberlake hardly set out to reinvent himself for the follow-up to 2013’s two-part The 20/20 Experience. In fact, he turned to familiar faces, including longtime collaborator Timbaland, and offered few guidelines. “I actually asked him, ‘What are we doing? What’s the energy?’ ” says producer Danja, who worked on 2006’s FutureSex/LoveSounds. “And he just raised his arms up in the air and was like, ‘This is it.’ He had flannel on, some jeans, some sneakers. He had a beard. I pretty much understood from that.” Williams, one half of production duo the Neptunes, recalls a similar breakthrough: In their first conversations about the album, Williams says, “he was just all about his son. When he told me his son’s name, I was like, ‘What does that mean?’ ” He said, ‘Man of the woods,’ and we just knew that’s where it was going to go.”

In the early and mid-2000s, Timbaland, Danja, and the Neptunes established themselves as music’s foremost innovators with their futuristic beats. Yet tapping into Timberlake’s Southern vibe wasn’t a struggle, as those producers all hail from the same corner of Virginia. Genre-bending ideas, like marrying trap beats with folksy guitars on “Supplies,” for example, just “felt natural,” Williams says. “It was all about feeling good and using different textures to make people dance.” Still, Timberlake’s thematic inspirations — his home life and his Memphis upbringing — guided the music, not the other way around. “His willingness to open up lyrically is why we got what we got,” Williams adds.

A familial atmosphere characterized the recording process, as the producers typically worked out of the same studio complex. Williams usually took the early shift: “My wife had just given birth to our babies,” he says, “so I was going to the studio at 6 a.m., and [Justin] would meet me out there.” When Timberlake worked with Timbaland and Danja, he would join them midafternoon, sometimes having just come from a Neptunes session. “He would [often] already have been there writing and recording in another room,” Danja says. “He was outdoing us.”

So far, fans seem ready to embrace Timberlake’s new style. The funky lead single “Filthy” debuted at No. 9 on the Billboard Hot 100, though it received polarized reviews (including a C grade from EW; our critic Leah Greenblatt gave the album a B). “I would be disappointed if the [‘Filthy’] reviews weren’t mixed because that would mean he came out with something predictable,” Poleman says. Besides, there’s precedent for maybe needing a minute to digest new Timberlake music. “The first time we all heard ‘SexyBack,’ I don’t think anybody knew what to do with it,” Poleman admits. “But we figured, ‘Hey, it’s JT, let’s give it a shot.'”