*NSYNC's 'No Strings Attached' Turns 20: How Destiny's Child, Heartache & Lawsuit Fueled the Album (Exclusive)

ET goes inside the making of the boy band's sophomore album that has carved out a permanent place in pop culture history.

In 2000, amid the peak of boy band pandemonium, anticipation for *NSYNC’s sophomore record surged after the group shook off a grueling legal battle against their founder and manager, Lou Pearlman, cut the metaphorical strings he had over them and hunkered down to produce the highly anticipated follow-up to their 1997 self-titled debut. The result was No Strings Attached, which was released by Jive Records on March 21, 2000. 

Featuring the hit singles “Bye Bye Bye” and “It’s Gonna Be Me,” Chris Kirkpatrick, JC Chasez, Justin Timberlake, Joey Fatone and Lance Bass’ sophomore effort sold 2.4 million records in the first week before going on to sell over 11 million copies, becoming Billboard’s top album of the decade, spawning undying memes and landing a permanent place in pop culture history. 

For Bass, the “craziness in our life” that was the No Strings Attached era remains somewhat of a blur. It’s only in recent days while recording interviews with his bandmates -- yes, including Timberlake -- for his podcast, The Daily Popcast With Lance Bass, that key memories have flooded back.

“None of us knew that was going to be the album of our lifetime,” Bass, 40, tells ET. “It’s been fun going down memory lane because [there are] so many stories we just forgot. When you’re in the middle of it, you don't know what's going on -- you're just so busy doing what you’ve got to do that you don't see what's really happening.”

For the group’s collaborators, including producer Andreas Carlsson, No Strings Attached marked a special era in pop music. Yet while the period churned out hit after hit, few fathomed how much people would still be talking about this particular album two decades later.

“It's interesting with songs that everyone around the world knows, how easily they came together on a couch in Stockholm or Key West,” Carlsson says. In addition to co-writing the album’s two biggest songs, the Swedish producer also worked with Max Martin and his Cheiron Studios team on many *NSYNC, Backstreet Boys and Britney Spears records. 

“In hindsight, we didn't know what forces we were dealing with,” Carlsson adds, noting that when a song like “It’s Gonna Be Me” becomes a megahit “and gets rerecorded and every karaoke singer in the world has tried to do it,” the legend of how it came to be grows over time. “Yet, when I tell the story now, it was just a simple melody that was whistled,” he reveals. “Simple as that.”

To celebrate the 20th anniversary of No Strings Attached, here are 20 little-known stories behind the creation of the chart-topping album.

1. 5ive Passed on “Bye Bye Bye” 

The album’s first single was initially presented to the British boy band, however Carlsson claims the group was repulsed by the track. “In its first rendition, it had a rap chorus and 5ive did not feel that song whatsoever. They hated it,” he says. “One of the guys called his security and left for the airport. But this was a normal reaction from groups that recorded our music back then. They weren’t thrilled about the songs we’d written because the music wasn’t ‘cool.’ It might be cool now because people remember it as very important to that time, but back then, a lot of these bands wanted to sound like Eminem or be cool to their friends. 5ive wanted to be a rap band, so ‘Bye Bye Bye’ was not a good match for them.” And when they passed, his team reworked the song for *NSYNC.

2. Destiny’s Child's “Bills, Bills, Bills” Left a Mark

As the group's second album was coming together, Destiny’s Child dropped their sophomore effort, 1999’s The Writing's on the Wall. Its lead single, “Bills, Bills, Bills,” was a strong influence on “Bye Bye Bye.” “There are always links with other songs that were popular at the time. Like, we did our Swedish version of those songs. ‘Bye Bye Bye’ would probably be ‘Bills, Bills, Bills,’” Carlsson says. “We were like, ‘We want to do R&B too. Here’s our version.’ But it sounded nothing like R&B in the end. It became something else.”

3. Carlsson Wrote “Bye Bye Bye” While Learning to Drive

Carlsson wrote lyrics for the song while passing time at a driving school on the outskirts of Stockholm, Sweden. “Taking the driver's license in Sweden is very difficult. It can take up to three weeks of intense driving and theory lessons, so I had time to write that song,” the producer explains, while admitting that after hearing his lyrics recited in a 2017 Super Bowl ad, he wondered if he should have developed those lines more. “When I saw Christopher Walken read that lyric that was written in my driving school, with Justin Timberlake next to him during the Super Bowl, I was like, ‘Oh my god. Maybe I should have spent more time on these words!’” he says. “But I’m very proud of it. No other song sounded like ‘Bye Bye Bye.’”

In fact, the song’s format of repeating the song title toward both the beginning and end of the chorus, set the foundation for future hits. “You hear that in ‘Into You’ by Ariana Grande. It’s the same kind of formula,” Carlsson says. (Coincidentally, Grande went on to include a sample of “It Makes Me Ill” on the Thank U, Next track “Break Up With Your Girlfriend, I'm Bored” and even brought the group up onstage during her 2019 Coachella performance.) “You can't write a lot of songs like that because it's not really a chorus format. But with this one it worked and with ‘Into You’ it works.”

4. Heartbreak Inspired “Bye Bye Bye”

Inspiration for the lyrics came from a breakup Carlsson experienced at the time. “I had a girlfriend who left me for this guy who she's married to today and they have kids, so I guess it made sense, but I got very upset,” he says. Wallowing in his heartache, he penned Westlife’s “When You're Looking Like That” and the *NSYNC tune. “I couldn't decide if I just wanted to forget about her or was still fascinated. Those two songs were the two sides of my feelings.”

Did Carlsson’s ex ever find out the track was about her? “I think she figured that out!” he muses. 

5. The Group Had a Place to Work Hard as Well as Play Hard

While two of the album’s biggest tracks were born in Sweden, much of No Strings Attached was created in Florida, where producers Alex Greggs and his late musical partner, Brad Daymond, set up a studio in a rented house -- preferring a private set-up over the “weird vibe” at Pearlman’s Trans Continental Records. 

The pair were moving their gear in when Fatone, 43, who happened to live across the road, popped up. “He was like, ‘Great, we can have parties at your place, then I can come back to my house and don't have to clean up!’” Greggs recalls. Soon after, Chasez, 43, asked to move in after deciding he no longer wanted to live with Pearlman. “JC said, ‘If you’ve got a spare room, I’ll pay rent.’ I said he didn’t need to. Later on, he ended up paying for all of it when the money did come in. So, we had me, Brad, Joey and JC all living out of this house and at night we’d have parties and during the day we were working. It was a lot of fun.”

6. Timberlake Was Like the Energizer Bunny in the Studio

Timberlake’s effervescent energy and eagerness left a strong impression on those who worked with him on the group’s sophomore album. Greggs says he was constantly “bouncing off the walls” in the studio, while Carlsson has similar memories from their recording sessions in Sweden. “I remember Justin running in and out, like one of those toys with a [wind-up] screw that keeps going until it runs out,” the producer recalls. “He was jumping up and down going, ‘Do you want me to do more? What do you want me to do?’ He was like an athlete and him and JC had this unbelievable thing going on. They worked so hard, striving for perfection.”

7. The Group’s Legal Drama Bred Newfound Energy 

No Strings Attached marked the end of an ugly legal battle, as the group shed ties with Pearlman and RCA and signed with Jive Records under founder Clive Calder and then-president Barry Weiss. (Both *NSYNC and Backstreet Boys sued Pearlman for keeping a disproportionate amount of their earnings.) *NSYNC retained their manager, Johnny Wright, who still manages Timberlake, 39, today. 

Despite the ongoing issues at the time, Greggs believes the legal fight “made everything great” moving forward. “We lost some songs, but those songs were written for a different group -- they weren’t meant for a group that had just gone through this battle,” he says. “The environment changed into a more aggressive and positive one of, ‘Let’s go out there and really do what we want now that we're not being held back.’ It took the reins off and Jive were very open and supportive.”

“There was definitely a cloud that went away -- and it was a cloud that nobody knew was there until it was gone and the sun came out,” Greggs continues. “Once we were in the studio, there was a whole new energy. There was some fight in them.”

Joe Riccitelli, former Senior Vice President of Promotion at Jive Records and now the co-president of RCA Records who still works with Timberlake, says the drama also fueled the group’s rabid drive, which he believes is what set them apart from the Backstreet Boys. “Having worked with both groups and loving both of them in their own way, I think the difference was that there was a real focus from the *NSYNC guys just to achieve greatness. They were laser-like focused. The Backstreet Boys were the predecessors to *NSYNC becoming successful, but through Johnny Wright and their ability to break away from BMG and Lou Pearlman, there was a real sense of knowing they could achieve really great things.”

Chris Martinez/OnlineUSA

8. The Lawsuit Also Proved There Was No Such Thing as Bad Publicity

In addition to proving fruitful in the studio, the attention placed on the quintet’s legal drama also created a strong buzz for No Strings Attached. “It was the marketing/press campaign money couldn’t buy,” says Weiss, now CEO of RECORDS. “It created an inordinate amount of pent-up demand in the marketplace, so when the album came out, it was a volcanic explosion of sales.” 

Weiss believes the intense hype was a key factor behind the album’s phenomenal success. “‘Bye Bye Bye,’ the American Music Awards performance of ‘Bye Bye Bye,’ the video for ‘Bye Bye Bye,’ MTV and TRL [helped],” he says. “But ultimately the lawsuit was the biggest driver.”

9. Pinocchio Inspired the Album’s Title

With their lawsuit behind them, Bass says the group was confidently able to forge ahead with the record, the theme of which was born thanks to Kirkpatrick, 48, during a car ride in London. “We were all in a taxicab and it was the first time we finally got our name back and it was like, ‘This is it. We finally get to work on this album. What’s the concept?’” Bass recalls. “Chris Kirkpatrick was like, ‘Something about I got no strings on me… Pinocchio.’ I was like, ‘Perfect. Like, no strings attached.’ Once we had the concept and album name, it all started making sense which direction we wanted to go in and magic happened.” Later, the band even sampled Pinocchio's “I've Got No Strings” in the opening of their 2000 American Music Awards performance of “Bye Bye Bye.”

10. A Whistle Led to “It’s Gonna Be Me” 

After “Bye Bye Bye,” Carlsson, Martin and producer Rami Yacoub knuckled down in Key West, Florida, to work on a follow-up single. Sitting down for dinner one night, Carlsson says Yacoub suggested they try keeping things simple and then whistled what would become the melody for the chorus of “It’s Gonna Be Me.” “Max was like, ‘What was that?’ and Rami said, ‘I don’t know. I just whistled it,’” Carlsson says. “Max went, ‘That’s really good. Let’s lay that down!’”

11. Joe Jackson Influenced the Song’s Lyrics

While writing “It’s Gonna Be Me,” Carlsson drew inspiration from two of his all-time favorite songs -- Joe Jackson’s “Steppin' Out” and Rupert Holmes’ “Him.” The former influenced the baseline behind the lyric “You don't want to lose it again, but I’m not like them.” Meanwhile, the song’s love triangle theme and the lyric, “It’s gonna be me,” was partly influenced by the chorus of Holmes’ 1979 song.

12. Producer Richard Marx Adapted a Girl Group Song

Marx was asked by A&R rep David Novik if he had any songs for *NSYNC. With Novik hoping to find a ballad, Marx went home and got to work. “I had recently started working on a song for a girl group of three. [It] needed killer harmonies,” the producer recalls of writing “This I Promise You.” “So, I just finished it that night with *NSYNC in mind. Luckily, they loved it.” 
Marx ultimately wished to express what people hope to say or hear. “That song certainly has lines that were personal to me, but I wanted to write one of those songs that was what everyone would love to be able to say and what everyone would love to be told,” he says. 

13. A Demo Fooled Timberlake’s Father

Timberlake sent an early recording of “This I Promise You” to his father, Randall, before the track was released. However, Randall was confused by the opening verse. “As soon as we mixed that song, months before it was released, Justin sent a CD of it to his dad,” Marx says. “[Randall] called him and said, ‘Wow! Love this song! But why is Richard Marx singing the first verse? Justin said, ‘Uhhh ... Dad … That’s me.’”

14. The Band Went Old School to Record a Ballad

Written by music legend Diane Warren, “That’s When I’ll Stop Loving You” saw the quintet gather around to sing into one mic. “They wanted it to be like a '60s session where everything was live,” the track’s producer, Guy Roche, recalls. “Usually each person takes a turn, but they actually sang around the same microphone, doing harmonies and vocals at the same time. They were very inspired, great, funny kids and cracking jokes all the time.”

While Warren has penned hits for everyone from Aerosmith to Celine Dion, she still sees the song as one of her career highlights. “It’s one of my favorite B-sections I’ve ever written,” Warren says. “That pre-chorus is pretty cool. After I wrote the track, I thought, ‘This is one of my best songs,’ and I still think that. I really believe it should’ve been a single -- people still love it and it was, and still is, used in lots of weddings.”

15. Chasez Foresaw Modern Dating With “Digital Get Down”

With lyrics like, “Twenty thousand miles away, but I can see ya” and “We can get together on the digital screen,” Chasez appeared to be onto the next trend in dating and relationships -- seemingly predicting the online era. “I think JC was very ahead of his time with the things he wrote,” Bass says. “He really called the age of the internet and how we would use it, especially with love, relationships and sex. He was the first to put it down in writing that, ‘Yeah, we're gonna get online to hook up with people.’ I’m like, ‘Wow that’s so forward-thinking, JC.’ I didn’t even think about that at the time, but that’s what was going through his head!”

16. Late TLC Singer Lisa ‘Left Eye’ Lopes Left a Strong Impression

Greggs recalls being amazed by the musician as she arrived at Dallas Austin Recording Projects studios in Atlanta, where she nailed her guest verse on “Space Cowboy (Yippie-Yi-Yay)” in one take. “She knocked it out in 15 minutes. It was insane,” Greggs says. “She walked in and was like, ‘OK, mic check, yada yada yada, record,’ and I think we did two takes and used the first one. Then she was like, ‘OK, bye!’ It was over before it happened, but a lot of things with the band during those days were like that -- a whirlwind. She was such a cool person. Later on, watching *NSYNC at their peak [we saw] how valuable every minute of the day is, so for her to come in, knock it out and walk out of the studio was nothing odd.”


17. Chasez Wanted an Excuse to Dance

Greggs says that the album’s title song was one that Chasez hoped would allow for some killer choreography. “JC wanted it to be the dance one where they could go nuts with dance moves, so he requested something that was very start, stop for the dancing. I know it was 20 years ago, but when I hear that song, I cringe because there’s so many things I wish I could change!” the producer says. 

18. Timberlake’s Sample of Teddy Pendergrass Impressed the Calloway Brothers

Timberlake co-wrote “I’ll Be Good for You,” which samples the 1993 Teddy Pendergrass song “Believe in Love” written by songwriting/producing brothers Reggie and Vincent Calloway. “Justin and the guys found it and decided they could flip it and put it to secondary use and we were really happy to be part of that,” Reggie Calloway says. “It just goes to show that R&B is the groundwork for a lot of pop music.”

Reggie says he and Vincent were thrilled with the track the group came up with and hoped to work with them in the future. “They did a great job,” he says. “With sample requests for songs, sometimes you can be disappointed and perhaps even disturbed! But they used the energy and joy from the track and brought it forward in a fresh way without losing the integrity of the original song.”

19. The Backstreet Boys Were Friends Not Foes

No Strings Attached came amid the height of boy band rivalry. And with the Backstreet Boys having just dropped their 1999 smash album, Millennium, all eyes were on whether *NSYNC’s record would outsell the quintet. Yet, behind studio doors, songwriters sensed little competition. 

“They weren’t at all in competition mode with Backstreet,” Greggs says. “That was a fan-built thing and the label loved it because it drove record sales. The Backstreet guys would hang with us all the time. I remember one time we were all hanging out with Howie [Dorough] and JC, and somebody pulled me aside and said, ‘I can’t believe those guys are in the same place! Don’t they hate each other?’ I was like, ‘Absolutely not.’ I know in the beginning, Lou played them off against each other. The only time they weren’t [friendly] was when Lou was involved and that was part of the all-round weirdness of Lou. He would always be telling you secrets and they were meant to separate as opposed to [unite] everyone. He made it so you didn’t want to talk to the other guys.”

Despite Pearlman’s alleged stirring, Greggs believes the two groups ultimately had each other’s backs when it came to taking legal action against Pearlman and his fishy financials. “One of the Backstreet guys, went to [*NSYNC] or vice versa and said, ‘We're having this problem, are you?’” Greggs says. “It wasn’t like, ‘Let's get out of this and leave them behind.’ They were definitely looking out for each other.”

20. Bass Only Learned That Martin Didn’t Write “Bye Bye Bye” 20 Years Later

Given the musical genius that is Martin, the megaproducer behind many of the era’s biggest hits, Bass can be forgiven for spending the last two decades thinking that the Swedish producer penned “Bye Bye Bye.” It wasn’t until recently that he discovered it was actually Martin’s colleagues -- Carlsson, Kristian Lundin and Jake Schulze -- who wrote and produced the track. 

“It went to number one and we were so proud of that, but I've always said it's one of my favorite Max Martin songs,” Bass admits. “Max was our man; he wrote so many great things for us. Then while going through the tracks for the podcasts, I was sitting there with Joey and was like, ‘Wait a minute. Max didn't even write the song?’ Andreas and that team worked on it. I had no idea Max did not write that song!”



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