Max Martin’s ‘Melodic Math’ and the Creation of ‘I Want It That Way’: The Genius Behind the Backstreet Boys’ Unforgettable Anthem

Musically, it isn’t quite a sweeping love ballad, nor does it have the driving force of a dance anthem, and lyrically, it’s barely coherent. Surprisingly, it didn’t even top the charts in the U.S. as the group’s highest single. Yet, ‘I Want It That Way’—released in 1999—remains one of the most emblematic tracks of the ’90s teen-pop surge, perhaps the defining song of that era, and is set to celebrate its 25th anniversary in April 2024.

More than a product of its time, ‘I Want It That Way’ is an undeniably infectious and masterfully crafted song that transcends generations, silencing any would-be critiques. When it plays on the radio, it’s a universal invitation for everyone in the car to sing along—without exception.

Created largely by Swedish songwriter and producer Max Martin, the genius behind some of the biggest hits for artists like NSYNC and The Weeknd, ‘I Want It That Way’ is a brilliant example of his melodic prowess. Martin is arguably the most influential figure in shaping the sound of contemporary popular music. The tale of how this song and its legendary music video came to be is filled with unexpected twists and unconventional artistic decisions, making it feel as though the universe itself conspired for ‘I Want It That Way’ to exist. And really, who could argue with that?

The Backstreet Boys' Orlando Roots

To truly grasp the impact of ‘I Want It That Way,’ it’s essential to first dive into the Backstreet Boys’ backstory. This iconic American boy band of the late ’90s consists of A.J. McLean, Howie Dorough, Nick Carter, along with cousins Kevin Richardson and Brian Littrell. They came together in Orlando, Florida, in 1993 after an oddly shady blimp tycoon, Lou Pearlman, placed an ad in the *Orlando Sentinel*. Pearlman sought to create a group reminiscent of New Kids on the Block, who had dominated the early '90s. Before long, the five young men signed with Jive Records. Their name was inspired by the Backstreet Market, an open-air flea market in Orlando.

When the Backstreet Boys made their debut in 1995, the U.S. wasn’t quite prepared for the teen-pop wave that was about to hit. Their first single, ‘We Got It Goin’ On,’ barely cracked the Billboard Hot 100, peaking at No. 69. However, across the Atlantic, the song became a chart-topping hit, breaking into the Top 10 in several European countries. The group’s self-titled album, released in 1996, wasn’t even available in the U.S., but it topped the charts in Austria, Germany, and Switzerland.

On August 12, 1997, the U.S. was finally introduced to its own version of the *Backstreet Boys*. This album included tracks from the international release and its follow-up, *Backstreet’s Back*, which hit global markets (though not in the U.S.) on August 11, 1997. Singles like ‘Quit Playing Games (With My Heart)’ and ‘All I Have to Give’ soared into the Top 5 of the Billboard Hot 100, with the former peaking at a career-best No. 2. By August 31, 1998, the album was certified sextuple platinum, and it earned a 14x platinum certification in April 2001.

Seven years after Nirvana’s explosive grunge revolution with 1991’s ‘Smells Like Teen Spirit,’ a fresh revolution was underway. This time, it was the squeaky-clean, model-esque pop stars and former Mouseketeers who led the charge, offering America’s youth a more upbeat, polished version of teenage life.

Max Martin’s Melodic Mastery

Two of the most iconic tracks on the American edition of *Backstreet Boys*, ‘Quit Playing Games (With My Heart)’ and ‘As Long As You Love Me,’ were written or co-written by Karl Martin Sandberg, known professionally as Max Martin. Hailing from Sweden’s renowned state-sponsored music education programs, Martin began his musical journey playing the recorder before moving on to the French horn, drums, and keyboards.

Beyond being an accomplished musician, Martin was also a passionate music enthusiast. Growing up in suburban Stockholm during the ’70s and ’80s, he immersed himself in his parents’ record collection—featuring the Beatles, Elton John, and Vivaldi—before discovering the theatrical rock band Kiss through his older brother. By the mid-’80s, Martin was fronting a glam-metal band called It’s Alive. When he wasn’t performing with his band, he was secretly listening to pop hits like The Bangles’ ‘Eternal Flame,’ a glimpse of the future.

Martin’s journey took a pivotal turn in 1994 when he met producer Dag Krister Volle, better known as Denniz PoP. As the co-founder of the influential Cheiron Studios in Stockholm, PoP had already produced a series of notable hits for the Swedish electro-pop group Ace of Base. PoP became Martin’s mentor and gave him the stage name ‘Max Martin.’ While PoP relied on intuition as an untrained musician, Martin possessed a deep understanding of music theory, allowing him to blend innovative sounds and irresistible hooks. Together, PoP and Martin co-wrote and co-produced ‘We’ve Got It Goin’ On,’ the Backstreet Boys’ debut single.

In the same period that early Backstreet Boys hits were climbing the charts, the world was introduced to another Max Martin masterpiece—‘...Baby One More Time,’ the 1998 debut single by a then-unknown Louisiana singer named Britney Spears. Co-written and co-produced by Martin, the song skyrocketed to the top of the Billboard Hot 100, shaking the music industry and signaling the full arrival of teen pop.

Abstract Lyrics

Despite their rising fame, the Backstreet Boys faced significant struggles leading up to their third album (second in the U.S.), 1999’s *Millennium*. In 1998, four of the five members filed a lawsuit against Lou Pearlman. One of the primary grievances was that Pearlman allegedly pocketed $10 million from a European tour, while the band only saw $300,000. After a lengthy court battle involving 20 judges and lawyers across three states, the case was settled in October 1998 (though the terms were not made public). That same year, band member Brian Littrell underwent heart surgery to repair a hole in his heart.

In the midst of all the turmoil, the Backstreet Boys entered the studio in the fall of 1998 to begin work on *Millennium*, an album packed with songs written and produced by Max Martin and his Cheiron team. (PoP, however, was not involved—he tragically passed away from cancer in August 1998 at the age of 35.) Among these tracks was a mid-tempo ballad titled ‘I Want It That Way.’ Martin co-wrote it with Andreas Carlsson, a relatively new face at Cheiron who had given up his own pop-star aspirations after opening for Backstreet Boys in Sweden in 1996.

‘All I understood after that was that I was a waste of time as an artist—because they were so good!’ Carlsson told *Billboard*.

Max Martin wrote most of ‘I Want It That Way’ himself. He came up with the opening lines, ‘You are my fire / The one desire,’ but brought in Carlsson—who he’d recently discovered was his neighbor—to help finish the lyrics. They experimented with ‘a million different variations’ for the second verse, Carlsson shared with HitQuarters, before finally deciding on the same ‘fire/desire’ rhyme, but with a slight twist: ‘Am I your fire / Your one desire?’

The song was topped off with a guitar riff that, according to various online sources, was inspired by Metallica’s ‘Nothing Else Matters.’ (Keep in mind, Martin had roots in metal.) When they were done, everyone was on board with it. There was just one tiny issue left.

‘The band and the record company heard it and immediately called it a classic,’ Carlsson recalled to *Billboard*. ‘But they weren’t sure about the lyrics because they thought they were too abstract—and honestly, they were right!’

‘Abstract’ is an understatement. ‘I Want It That Way’ tells the story from the perspective of someone who doesn’t want to break up with his partner. He starts by calling this person his ‘fire’ and ‘one desire.’ ‘Believe me when I say / I want it that way,’ he declares. So far, so good. But then comes this confusing part:

‘But we are two worlds apart / Can’t reach to your heart / When you say / That I want it that way’

The lyrics don’t make much sense unless you add quotation marks around the phrase *I want it that way*, suggesting that it’s the narrator’s love interest who is saying those words. It’s worth noting that the original CD booklet doesn't include quotation marks, leaving it unclear whether Martin and Carlsson meant for them to be there. However, placing quotation marks around *I want it that way* would also clarify the chorus:

‘Tell me why / Ain’t nothin’ but a heartache / Tell me why / Ain’t nothin’ but a mistake / Tell me why / I never wanna hear you say / I want it that way’

With quotation marks, the line could be understood as the narrator telling his partner that he never wants to hear them say that their relationship is a heartache or a mistake. (Even with the marks, though, the lyrics are still pretty puzzling—people are right to be confused.) The Backstreet Boys seemed to confirm this reading when they responded to a 2018 tweet from Chrissy Teigen, who was mystified by the song’s closing lyrics: ‘I never wanna hear you say / I want it that way / Cause I want it that way.’ Specifically, she wanted to know what ‘it’ refers to—and BSB offered this explanation: ‘Don’t wanna hear you say that you want heartaches and mistakes... or to be 2 worlds apart. We don’t want you to want ‘it’ that way - that’s the way we want it... for you to not want it that way.’

This wasn’t the first time the Backstreet Boys addressed the song’s confusing lyrics. In 2011, Kevin Richardson told *LA Weekly*, ‘Ultimately, the song doesn’t really make much sense.’ He attributed the ambiguity to Max Martin’s limited grasp of English at the time. ‘His English has gotten much better,’ he added, ‘but back then …’

Melodic Math

Martin’s limited proficiency in English may have actually worked to his advantage. In a 2015 article for *The New Yorker*, John Seabrook contends that Swedish songwriters like Martin are freed from the burden of crafting witty or intricate lyrics. Instead, they emphasize what Martin calls ‘melodic math’—the idea that words exist primarily to support a song’s melody, with the hook being paramount and meaning taking a backseat.

*I Want It That Way* isn’t the only example of Martin’s unconventional English. When he penned the lyric ‘Hit me, baby, one more time’ for Britney Spears’s breakout hit, he mistakenly believed *hit* was slang for *call*, meaning the phrase was intended as ‘call me one more time.’ But the public didn’t interpret it that way. As Seabrook explains, ‘It’s difficult to imagine a native English speaker writing “Hit me, baby” without some association with domestic violence or S&M.’ The Swedish songwriters, however, were simply attempting to use trendy lingo.

Martin initially pitched *...Baby One More Time* to TLC, but they passed on it, partly because of the ‘hit me’ lyric. ‘I liked the song, but did I think it was a hit? Did I think it was right for TLC?’ T-Boz recalled in an interview with MTV. ‘I’m not saying “hit me, baby.” No shade to Britney—it worked for her. But was I going to say “hit me, baby, one more time”? Absolutely not!’

Justin Timberlake was more flexible when Martin asked him to alter the pronunciation of *me* to ‘may’ in *NSYNC’s* 2000 hit *It’s Gonna Be Me*. ‘I don’t remember if it was meant to be a “meaner me,” but I sang, “It’s gonna be me,” and Max was like, “No, no, no, no, no, no,”’ Timberlake shared on *Hot Ones*. ‘He insisted, “It’s may.” … The quirks in their English actually made their songwriting more catchy. They phrased things in ways that didn’t always make perfect sense, but when you sang them, they stuck with you.’

More recently, Martin sparked discussion with the unusual grammar in Ariana Grande’s 2014 song *Break Free*, featuring Zedd. The lyrics included lines like ‘Now that I’ve become who I really are’ and ‘I only wanna die alive,’ which didn’t sit well with the singer.

Grande recalled, ‘I fought [Martin] on it the whole time,’ in an interview with *TIME* magazine. ‘I am not going to sing a grammatically incorrect lyric, help me God!’ Martin responded, ‘It’s funny—just do it!’ She acknowledged the humor in it, but admitted that grammatically incorrect lyrics often made her cringe. Nevertheless, she sang the lines as they were written, and the song went on to peak at No. 4 on the Billboard Hot 100.

No Goodbyes

Jive eventually released ‘I Want It That Way’ with Martin’s original lyrics, but not before the label requested an alternate version. This version, co-written by renowned South African producer and songwriter Robert John ‘Mutt’ Lange—known for his work with Def Leppard, AC/DC, and Shania Twain—was created as a backup.

Fans of Backstreet Boys now refer to the alternate version as ‘No Goodbyes.’ The chorus in this version completely alters the meaning of the original song, and while it could also benefit from the inclusion of quotation marks around ‘I want it that way,’ perhaps that’s a small detail to quibble over.

‘No goodbyesAin’t nothing but a heartacheNo more liesAin’t nothing but a mistakeThat is whyI love it when I hear you sayI want it that way’

So why is it not the alternate version that’s etched into the memories of every ’90s kid? The Backstreet Boys decided to reject the rewrite and stick with the original lyrics penned by Martin and Carlsson. McLean explained to HuffPost, ‘I don’t think it would have turned out the way it did had we gone with the version that made more sense.’

Richardson reflected, ‘Sometimes you overthink things. I think the second version, which was more literal, just didn’t work. The rhyming scheme didn’t feel right. It didn’t have the same vibe. So, sometimes you just have to go with what feels right.’

Richardson believes that ‘I Want It That Way’ makes perfect sense to most listeners, since ‘everyone interprets lyrics differently, and each song impacts people in its own way.’ The song certainly had a strong impact, reaching No. 1 on Billboard’s Adult Contemporary, Mainstream Top 40, and Top 40 Tracks charts. Though it peaked at No. 6 on the Billboard Hot 100, this was due to the absence of a physical CD single. *Millennium* debuted at No. 1 on the Billboard 200 and broke a sales record by moving 1.1 million copies in its first week, surpassing a previous record held by Garth Brooks.

Dancing at LAX

When you hear ‘I Want It That Way,’ anyone who remembers MTV’s *TRL* will immediately think of the iconic music video. In it, the group dances in all-white outfits at an airport terminal, serenading their fans on the tarmac. According to McLean, the video was filmed at Los Angeles International Airport, and it marked the ‘first and only time’ that filming was permitted at an airport, as the events of 9/11 in the years that followed made such shoots impossible.

Although the costumes and choreography would go on to become iconic—pop-punk band Blink-182 humorously parodied the music video in their ‘All the Small Things’ video—at the time, none of the Backstreet Boys were particularly impressed with the shoot.

Carter recalled in a 2017 interview with *Us Weekly*, ‘I just remember having to film the video amidst a lot of other activities. I don’t remember traveling, but I do recall coming in and having to learn choreography at the last minute. We thought it was super cheesy and unnecessary, like we didn’t want to do it at all.’

Legacy of a Bop

In 2012, *Rolling Stone* readers named Backstreet Boys the No. 1 boy band of all time, with the article describing ‘I Want It That Way’ as a ‘genre-transcending classic.’ VH1 placed ‘I Want It That Way’ at No. 3 on its list of the top songs of the ’90s, just behind Nirvana’s ‘Smells Like Teen Spirit’ and U2’s ‘One.’ The song has been covered by a range of artists, from the playful ‘80s hair-metal revivalists *Steel Panther* to the ‘70s psychedelic rock band *Vanilla Fudge*, and even YouTuber Billy Cobb, who created a popular emo version.

'I Want It That Way' has also made its way into commercials for *Geico*, *Chipotle*, *Downey*, and Doritos. The latter featured a high-profile Super Bowl commercial starring Chance the Rapper, who gave the song a hip-hop twist. Meanwhile, fans continue to enjoy the original version. In November 2021, the music video for 'I Want It That Way' reached a billion views on YouTube.

As of 2023, the Backstreet Boys are still performing together. They’ve released seven albums (excluding compilations) since *Millennium*, with their latest being 2022's *A Very Backstreet Christmas*. This collection of holiday music features a cover of Wham!'s 'Last Christmas,' which topped Billboard’s Adult Contemporary chart. The group was also scheduled to appear in an ABC special called *A Very Backstreet Holiday* in December 2022, but the event was canceled following rape allegations against Nick Carter. Carter has denied the accusations and filed a defamation lawsuit against one of his accusers earlier this year.

Lou Pearlman’s criminal legacy also casts a shadow. He orchestrated a massive Ponzi scheme that defrauded investors of more than $317 million, many of whom were retirees. (Several former associates have also accused him of sexual misconduct.) After fleeing the U.S., Pearlman was captured in Indonesia in 2007. He pleaded guilty to conspiracy, money laundering, and making false claims in a bankruptcy case. He was sentenced to 25 years in prison and passed away in 2016 from a heart infection at the age of 62.

The real winner in this story is Max Martin, who has solidified his place as pop’s premier collaborator and chart-topper for decades. Over the last ten years alone, he has written and produced massive hits for artists like Katy Perry, Taylor Swift, The Weeknd, and Ariana Grande, to name just a few. Martin boasts more than two dozen No. 1 pop hits, including 'My Universe,' Coldplay’s 2021 collaboration with K-pop group BTS. His catalog is full of chart-toppers, but few songs are as iconic for car sing-alongs as ‘I Want It That Way.’