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An ode to Britney: the making of the Cry Me A River video

We talk to the video’s director about Justin Timberlake’s revenge message to his ex-lover, how he could tell he missed her and why it was nearly pulled

According to legend, “Cry Me a River” started with a phone call. As producer Timbaland tells it, Justin Timberlake had just come off the phone to his ex, Britney Spears, when he hit on an idea for a lyric during writing sessions for his debut. Britney had brought up Justin’s name at a recent concert; Timberlake, already smarting from public rumours about her infidelity, was furious.

“I was like, ‘Man, don’t worry about it,’ and he was like, I can’t believe she did that to me’ and he was like, ‘You were my sun, you were my earth...’” said Timbaland in 2011. From there, the former N*Sync penned a classy kiss-off to his ex to rank with the era’s very best pop songs, thanks in large part to Timbaland, who turns the track’s mildly twisted soap opera – roughly, one part heartache to three parts schadenfreude – into a glittering monument to 00s R&B production. Director Greta Gerwig, writing to Timberlake for permission to use the song in her new film Lady Bird, called it a “Gimme Shelter” for her generation, and Greta Gerwig was not wrong.

But Timberlake wasn’t done plotting his revenge just yet. A final twist of the knife came with the video, which found the singer stalking an oddly familiar-looking ex at her swishy Malibu apartment. Breaking into her home when she leaves with her new beau, Timberlake skulks, sashays and slides about the place, filming himself making out with another woman, and sticking around to see his ex get home and take a shower. Not the stuff of your standard pop-star reinvention – and, to be honest, more than a little creepy. But, says Timberlake, that was the point: “I didn’t want no one coming out smelling like roses.”

The video cemented Timberlake’s transition from Disney-looking dude with the frosted tips to bona fide sex god; for its 15th anniversary, director Francis Lawrence shares the secrets behind the shoot.


Francis Lawrence: Doing music videos I had a library of ideas and (this one) I had tried to sell to other people before and it had never worked, because they were always afraid of being portrayed in a negative light. The only person I can remember that I (adapted) it for – and obviously, it was a different approach – was Faith Hill. Anyway I decided to take my shot with Justin, because he seemed to be at a point where he was changing up his image and sound and it seemed to really fit the themes of the song. I was convinced that everyone from the label to Justin to the label would say no fucking way, but they went for it, full-on.

One of the things I really liked is it doesn’t paint Justin in the best light, you know? He’s stalking around in the rain, wearing a hood to cover himself up, breaking into someone’s house – I mean, it’s all very violating and creepy. He’s getting revenge and he’s obviously not in a healthy sort of place, but I didn’t want to see a sentimental take on the song – I was much more interested in seeing the dark, twisted version, and luckily he went for it. And clearly that scared other people away, but not Justin.

Honestly, I think it was good for him in that moment of transition, because people thought he was a little milquetoast coming out of N*Sync, a little squeaky-clean and so to do something like this shifted people’s perceptions of him a little bit. That was part of the reason I was interested in hearing it – honestly, I don’t think I would have jumped at the opportunity to do something that sounded like N*Sync at the time. I’d done a Backstreet Boys song before this but hadn’t really done much of the boyband stuff; I just wasn’t a huge fan. But I saw the sudden shift in tone when he went solo and heard this track, and got really excited.

“It doesn’t paint Justin in the best light, you know? He’s stalking around in the rain, wearing a hood to cover himself up, breaking into someone’s house – I mean, it’s all very violating and creepy” – Francis Lawrence


Francis Lawrence: I’d actually met Justin through Britney, I did a video for ‘Slave 4 U’ I guess two or three years before (‘Cry Me a River’), and right before shooting her video I was doing a video with Shakira on the Universal lot. N*Sync were doing a video right next door with Herb Ritts and Brit was visiting Justin on the N*Sync set, so I went over to meet her because we were going to be shooting a video in a few days. 

In all honesty, one of the fun elements of the way we made ‘Cry Me a River’ was that Justin and I never said who it was about. Not in the treatment, not in accepting it, not at that first meeting, not in the making of it... never. That was part of the thing, there was just this unspoken agreement between us. Because (Justin and Britney) were on the same label; that’s part of the reason I thought the label would never, ever go for it. It was all about implying certain things, there’s little elements and details (in the video) that play throughout and tie it in.


Francis Lawrence: I think that there was momentary pressure from the ‘other party’ that didn’t last long. I think (Britney) had been shown the video before it was released. (The label) went through a moment where it was like, ‘What are we gonna do? Are we hurting a relationship with somebody else here?’ But then it all went away. I’m not positive of the timeline on that because I wasn’t really around, it was record-label politics. But I did end up working (with Britney again), on ‘Circus’ a few years later.


Francis Lawrence: We shot for two days, I can’t remember what the budget was but it might have been something like £350,000 – at the time people were spending a lot of money and that wasn’t much. We shot in a house in Malibu, most of my time was with Justin and his choreographer, Timbaland showed up for like an hour or two to do his bit of the back of the car. There was no drama, that’s for sure. Justin was easy to work with and nice and professional and on time. I remember shooting the bit where he’s watching (his ex) in the shower, and you can see that he really misses her. I thought, ‘This is going to be tricky,’ because I was unsure of his acting ability. But I was really knocked out by his performance in that close-up where he looks hurt and distressed and nervous. I was really surprised about his abilities, but of course I’m not surprised now that he’s gone into film.


Francis Lawrence: I remember meeting Justin with his choreographer Marty (Kudelka) at the fitting. We were working on what he would wear and also talking bout the physical aspect of it, because he sort of dances through the house in the video. We had this rig where he had this leather jacket on and under that he was wearing a vest with these kind of handles. We had two dancers that Marty brought along, and he choreographed some stuff where these dancers in green-screen suits basically manhandled Justin using these handles that came out of slits in the back of his jacket, so he could jump up in the air or float a little longer, or slide along counters.

“I remember shooting the bit where he’s watching (his ex) in the shower, and you can see that he really misses her. I thought, ‘This is going to be tricky” – Francis Lawrence

Looking back now, I’m not positive that I would keep the dancing in. I mean, I really like it and it does fit in that the song is kind of odd, but it takes a little of the reality away for me – it’s like, ‘OK, what does that have to do with this guy breaking into his girlfriend’s house?’ So looking back I don’t feel the floating weird choreography is unified with the rest of it, but I don’t think it hurts it either – it kind of adds another odd, floating layer to it. To do a completely realistic version might have just been uncomfortably creepy, instead of odd and mysterious, it adds a little magic to it that might have been needed.