Gwen Stefani almost rocked a full-on cheerleader routine for her "Hollaback Girl" video. Almost.

When Stefani, director Paul Hunter and choreographer Kishaya Dudley huddled together to discuss the clip for the singer's "attitude" song, Stefani was very specific about what she wanted to do — and not do. She wanted the video to bring to life the song's girl-power elements and for it to be an anthem of sorts. She wanted it to take place at a high school with cheerleaders. But she didn't want to have to do anything on the level that was being required of the rest of the cast — in other words, nothing to memorize except the lyrics she already knew.

"She said, 'I love choreography, I love to watch it, but I'm not good at it, so if you could have me not do it, that would be great,' " Dudley said. "I would have had her do cheerleading, because that's the easiest to teach. No arm movements, but more throwing up in the air, stuff like that. That would have been great."

As it went, Dudley was able to stage Stefani for at least one stunt, where she's thrown up in the air, but at least she had more than enough skilled dancers and performers who could manage learning all the other "Hollaback Girl" routines. Besides the four Harajuku Girls (named Love, Angel, Music and Baby, natch), they also had on hand two cheer squads, one drill team, one short flag team and a marching band.

The real drama was getting everyone else to learn their parts in just three short days. "Normally, they have months to prepare for a competition or a championship," Dudley said. To speed things up, she combined "the best of everything" the squads used for their usual routines with what she wanted for the song.

"This was probably the largest cast I've ever had on one stage," Hunter said. "But once the choreography was worked out, all I had to do was show up and shoot it. My job was relatively easy."

Stefani didn't really rehearse, he said — she walked through it and knew which points to hit at what time, but he wanted to keep her end loose so that it would feel organic. Once the concepts and costume design (courtesy of the singer's L.A.M.B. designer and stylist Andrea Lieberman) were done, he said, "it was a slam-dunk. She was really great to photograph, she lights up the frame."

Lighting up the frame alongside Stefani — for a few quick moments at least — was her "Hollaback Girl" producer Pharrell. He was originally intended to have more than just a cameo; he was supposed to engage in a drum battle with one of the guys from the Roots, but they couldn't get their schedules to match. "I think that whoever works with Pharrell wants him in their video," Stefani said, "because he has such a cute little face and I was like, 'I gotta get him in the video.' I would've felt guilty if he wasn't."

Hunter left a lot of casting and wrangling duties to Dudley, since he was feeling under the weather when shooting started. ("I had a 102 fever," he said.) Not wanting to get anyone else sick, he yelled instructions from behind the monitor, and when people couldn't hear, Dudley would act as his go-between, running between him and groups of cast members to give direction. "Hey, choreographers have strong legs, it's all good, we're supposed to run around," she laughed.

Some of the exteriors were shot at a Southern California high school, "practically causing a riot as kids were trying to get to Gwen," according to Hunter. But most of the scenes were shot on a soundstage that was supposed to represent Gwen's imagination, "a play space in Gwen's mind," he said. This was in part because the singer's Harajuku Girls used to exist (or so the story goes) only in her imagination, and she was gradually maneuvering them into the forefront, into reality. "We just incorporated them into the routines, and then let them have their own," which she tried out herself first, Dudley said.

For instance, Love — who Dudley describes as "very loving, always asking, 'Do you want anything? Is that OK?' " — and Baby — who "pouts, makes little faces, complains the most" — were assigned to the drill team. Angel, because of her name's association with grace, got a little more fluidity with her movements as well as her squad assignment of flag team. And Music — who Dudley says is "loud, crazy, rhythmic, all over the place but on beat" — was incorporated into the marching band and taught drum snares.

"That was genius on Gwen's part," Hunter said. "You start connecting with each of the Harajuku Girls' characters, with each style of dance, their wardrobe styling. That kind of made the video."

"Plus, we all know how to spell bananas now," Dudley laughed. "B-A-N-A-N-A-S!"

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