'Yes,' Britney Really Is Naked In The 'Toxic' Video: VMA Lens Recap

Director assures no body stockings were harmed during the making of the clip.

Some artists know how to get exactly what they want. And some know how to give their fans precisely what they want, but only a few know how to do both at the same time. That's why Britney Spears drags a chubby guy into the bathroom of a supersonic jet in Best Video of the Year nominee "Toxic," only to tear off his mask and reveal a hunky blond stud.

"She said she wanted to join the mile-high club and be a stewardess that makes out with someone in the bathroom," said the video's director, Joseph Kahn. "My contribution was to make him a fat guy, because you know at some point in her videos she'll make out with hot guys. Picking out the everyguy is a fantasy on one level for her, but you put a chubby guy in there and the common man gets something too."

The 31-year-old director, who also helmed Spears' 2000 "Stronger" video, attributes the understanding of that delicate balance to what he calls the singer's underappreciated, "incredible" sense of humor. Though Spears didn't co-direct her clip (like fellow nominees Usher and Eminem did), Kahn marveled at how the singer came to him with a fully formed idea for the video, down to the smallest detail.

Case in point: Near the beginning of the video, Britney knew she wanted to drip some water in a passenger's lap, provocatively dab it up and then turn around and kiss a child on the head. "That's part of her brilliance," Kahn said. "She has this weird awareness of her appeal. She totally understands that she's naughty and nice, that she's the girl next door gone bad who is constantly titillating you. She's not like most artists who flaunt their pure sexuality. She toys with you and leaves you conflicted."

Once Kahn presented a treatment to Spears based on her story sketch of a slinky female agent out for revenge against an ex-lover, the director packed the cast with friends and acquaintances, like he does on most projects. The gentleman who gets a lapful of water was his longtime casting director, and the lucky bathroom hook-up was the casting director's assistant, a comedian Kahn has also known for years.

The $1 million clip was shot on a Los Angeles soundstage in December over three days and features dozens of complicated special effects. As he does in all his videos, Kahn also packed it full of tributes to his favorite movies and artists. From the John Woo-like pack of doves that follows the airplane into the first and last frames to the "Blade Runner" look of the futuristic city Britney rides through on a motorcycle, Kahn mixed the familiar with some signature touches.

One of the clip's most arresting images features the singer naked except for strategically placed diamonds. Though Kahn said people often think Brit is wearing a nude hose over her body, he promised that she went full commando for the shot. "That's just her naked with diamonds on," he promised. "I'm not sure what I was thinking about when she told me about that scene, maybe those intros to James Bond movies, but every video needs an iconic image to remember, and that's it."

Though Britney was adamant about flaunting it, she made Kahn clear the entire set for the shoot, leaving just the two of them and a camera, a job Kahn joked was "one of the best in the world."

It was also Britney's idea to be dropped onto the back of a motorcycle driven by Tyson Beckford, who pilots her through a scene that features yet another homage to an old movie, this time Marilyn Monroe's 1955 classic, "The Seven Year Itch." Like Usher's "Yeah!," "Toxic" features a fleeting shot of a woman having her dress blown up in the air.

Kahn said one of the most impressive parts of working with Spears was how intricately planned out her dance routines were. "She worked closely with her choreographer Brian [Friedman], and they tied all the scenes together with dancing," Kahn said. "Directors and choreographers typically have to work together, but this video was strictly structured by the way in which she dances in each scene. It's usually more random than that."

One of the most effects-heavy shots is a perfect example of how Britney's calculated moves drove the drama. Working in front of a green screen, Spears had to pretend to dance through a hallway of imaginary laser beams after stealing a vial of poison. "She had to imagine what the room looked like and work around them," Kahn said. "She just worked on instinct and we animated them later. It was incredible to watch."

Having Britney appear to fly, climb up the side of a glass building and toss a man over her shoulder like he was a rag doll was nothing compared to the video's most amazing trick. "I mean, she's murdering a man onscreen!" Kahn laughed. "But the trick was to make it look pop at the same time." That's where the expression on the face of actor Martin Henderson -- who starred in Kahn's big-screen directorial debut, "Torque" -- became key.

"I asked him, 'Would you like to be kissed by Britney Spears?' " Kahn explained. "But it was weird telling him that she was going to kill right after." If you watch closely, just after Brit pours the green poison into Henderson's mouth, but before she closes his eyes, a hint of a smile appears on his face. It was that fleeting look that Kahn said he devised to get the shot past censors.

Though he had a blast with Britney, Kahn said he hasn't spoken to her since they finished shooting the clip. As he was editing it, "the whole Vegas wedding thing" happened and the singer went MIA, leaving him to do final edits and keep his fingers crossed that she liked the results.

Catch all the sizzlin', star-packed VMA action direct from Miami on August 28. MTV News' preshow kicks things off at 6:00 p.m. ET/PT, followed by the big show at 8 p.m.

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