Chris Brown’s VMA-Nominated ‘Look At Me Now': Frame By Frame

'Seeing them together performing was so cool live,' director Colin Tilley says of clip featuring Busta Rhymes and Lil Wayne.

[artist id=”1961441″]Chris Brown’s[/artist] eye-catching clip for “Look at Me Now” is up for two Video Music Awards this year. It’s battling it out for Best Collaboration thanks to assists by Lil Wayne and Busta Rhymes, as well as Best Hip-Hop Video . The video’s neon-colored visuals came courtesy of director Colin Tilley, who has worked with Brown on five other music videos.

When MTV News sat down with Tilley to take us through the clip frame by frame in anticipation of Sunday’s 2011 Video Music Awards, he explained that the video, much like the song, was a collaboration that was as fun to watch on set as it is for fans to watch the finished product.

The visuals include lots of graffiti artwork, some of which was created by Brown himself. “Chris actually did a lot of pieces, like custom pieces, before we even did the video,” Tilley recalled. “We came in there a day early and he did some really cool custom pieces.”

The one non-graffiti piece that really stands out in the video is the cage that Brown hangs out in. It went through some changes before it became the tricked-out version that appears in the video. “The birdcage, it started off more like a ’Thunderdome’-type thing, but once we got the gold cage and we put the speakers and the gold mask, it just kind of created this really awesome thing,” he said.

“This dance routine was crazy,” he continued about the next scene. “When I was cutting the video, I was having a hard time trying to get as much dance as possible … it was so good from start to finish. It was well-choreographed.”

The real focus of the video is the stars themselves, who impressed Tilley. “We have Busta, Lil Wayne and Chris Brown together, all on top of an ambulance, with just so much stuff going on around them,” he said. “The ambulance’s roof actually caved in after the shoot was over.”

Busta and Brown had a certain magic in their scenes. “Seeing them together performing was so cool live,” he said. “Busta Rhymes, seeing him perform this for the first time, I was shocked — he literally does not breathe [as he raps].”

“Lil Wayne, of course, we had him perform in front of the DeLorean,” Tilley added. “We just put all these other things around him portraying that energy … when he steps on set, his energy is so crazy.”

All in all, the video was really about these three guys coming together and getting crazy in the clip. “It was an amazing collaboration,” he said. “They were all really cool. They were down to make something amazing, and seeing them work together was really cool. I think everything was so on point with us.”

The 28th annual MTV Video Music Awards will air live on Sunday, August 28, from the Nokia Theatre in Los Angeles at 9 p.m. ET/PT. See the list of nominees, revisit last year’s highlights and vote for Best New Artist at