Inside Out (Britney Spears song)
Encyclopedia
"Inside Out" is a song by American recording artist Britney Spears
Britney Spears
Britney Jean Spears is an American recording artist and entertainer. Born in McComb, Mississippi, and raised in Kentwood, Louisiana, Spears began performing as a child, landing acting roles in stage productions and television shows. She signed with Jive Records in 1997 and released her debut album...

, taken from her seventh studio album Femme Fatale
Femme Fatale (Britney Spears album)
Femme Fatale is the seventh studio album by American recording artist Britney Spears. The album was released on March 25, 2011 by Jive Records . Recorded between 2009 and 2011, the album featured Spears working mainly alongside longtime collaborators Max Martin and Dr. Luke, who served as the...

(2011). The electropop song is influenced by dubstep
Dubstep
Dubstep is a genre of electronic dance music that originated in south London, England. Its overall sound has been described as "tightly coiled productions with overwhelming bass lines and reverberant drum patterns, clipped samples, and occasional vocals"....

 and R&B
Contemporary R&B
Contemporary R&B is a music genre that combines elements of hip hop, soul, R&B and funk.Although the abbreviation “R&B” originates from traditional rhythm and blues music, today the term R&B is most often used to describe a style of African American music originating after the demise of disco in...

, and has been described as a "sexy breakup song". It was written by Jacob Kasher Hindlin and Bonnie McKee
Bonnie McKee
Bonnie Leigh McKee is a North American singer-songwriter, formerly signed to Reprise Records. She released her debut album Trouble in 2004, which was a minor success. The single "Somebody" was included in the soundtrack to the 2004 comedy film Win a Date with Tad Hamilton!...

, while additional writing and song production was done by Dr. Luke
Dr. Luke
Lukasz Gottwald , better known as Dr. Luke, is an American songwriter, record producer, and remixer. Luke performed with the Saturday Night Live Band for ten seasons until 2007. He has co-written and co-produced a string of commercially successful songs...

, Max Martin
Max Martin
Martin Karl Sandberg, known professionally as Max Martin, is a Swedish music producer and songwriter. Raised in Stenhamra, a suburb of Stockholm, Sweden, he broke through as a producer and songwriter in the mid to late 1990s after crafting a string of hits for pop artists like the Backstreet Boys,...

, and Billboard
Billboard (producer)
Mathieu Jomphe, better known as Billboard, is a Canadian songwriter and record producer, and remixer from Montreal. His productions include dance-pop as well as dubstep influences. He has produced for international artists such as Britney Spears, Kesha and Robyn.-Discography:-External links:* at...

. "Inside Out" received generally favorable reviews from contemporary critics, who mostly praised its instrumentation. After trying to choose between the song, "Criminal" and "(Drop Dead) Beautiful
(Drop Dead) Beautiful
" Beautiful" is a song by American recording artist Britney Spears, taken from her seventh studio album Femme Fatale . The dance-pop song features American recording artist Sabi. Spears started recording songs for the album in 2009...

" to be the fourth single from Femme Fatale, "Criminal
Criminal (Britney Spears song)
"Criminal" is a song by American recording artist Britney Spears from her seventh studio album, Femme Fatale. The Radio Mix of the song was released as the fourth single from the album. "Criminal" was written and produced by Max Martin and Shellback, with additional writing by Tiffany Amber...

" was selected, although critics considered "Inside Out" a good possible single for the album. Despite not being released as a single, the song managed to peak at number forty-seven on South Korea's Gaon
Gaon Chart
The Gaon Chart is a national record chart of South Korea. It is complied by the Korea Music Content Industry Association and sponsored by South Korea's Ministry of Culture, Sports, and Tourism; with an aim to create a national chart for Korea similar to the Billboard charts and Oricon charts...

 International Chart, due to digital sales separate from Femme Fatale.

Background

Spears spoke to V
V (American magazine)
V magazine is an American fashion magazine published since 1999. The magazine is printed seasonally and highlights trends in fashion, film music and art. A men's fashion quarterly entitled VMAN started as an offshoot in 2003.-History:...

about the sessions for Femme Fatale, commenting that she had been recording the album for two years. On July 12, 2009, Spears confirmed through her Twitter
Twitter
Twitter is an online social networking and microblogging service that enables its users to send and read text-based posts of up to 140 characters, informally known as "tweets".Twitter was created in March 2006 by Jack Dorsey and launched that July...

 account that she had begun recording new material, stating she was going into the studio with Swedish
Sweden
Sweden , officially the Kingdom of Sweden , is a Nordic country on the Scandinavian Peninsula in Northern Europe. Sweden borders with Norway and Finland and is connected to Denmark by a bridge-tunnel across the Öresund....

 songwriter and producer Max Martin
Max Martin
Martin Karl Sandberg, known professionally as Max Martin, is a Swedish music producer and songwriter. Raised in Stenhamra, a suburb of Stockholm, Sweden, he broke through as a producer and songwriter in the mid to late 1990s after crafting a string of hits for pop artists like the Backstreet Boys,...

. In June 2010, during an interview with Rap-Up
Rap-Up
Rap-Up is a magazine launched in 2001 by founder Devin Lazerine. The publication was originally a website devoted to hip hop, until Lazerine decided to pitch the possibility of a magazine to several publishers. The magazine is focused on the hip hop and R&B aspect of the music industry, and...

, Danja commented that he was working with Spears in the pre-production of Femme Fatale. In November 2010, Dr. Luke
Dr. Luke
Lukasz Gottwald , better known as Dr. Luke, is an American songwriter, record producer, and remixer. Luke performed with the Saturday Night Live Band for ten seasons until 2007. He has co-written and co-produced a string of commercially successful songs...

 announced that he would be the executive producer
Executive producer
An executive producer is a producer who is not involved in any technical aspects of the film making or music process, but who is still responsible for the overall production...

 of Femme Fatale, along with Max Martin. In an interview with Rolling Stone
Rolling Stone
Rolling Stone is a US-based magazine devoted to music, liberal politics, and popular culture that is published every two weeks. Rolling Stone was founded in San Francisco in 1967 by Jann Wenner and music critic Ralph J...

, Spears explained that she had worked with Luke during the production of Blackout (2007), stating that "he was incredible back then and he has only gotten better over the years." About Martin, she commented that "he has been there since the beginning so there is such a huge level of trust. [...] There is nobody I feel more comfortable collaborating with in the studio."

"Inside Out" was written by Jacob Kasher Hindlin and Bonnie McKee
Bonnie McKee
Bonnie Leigh McKee is a North American singer-songwriter, formerly signed to Reprise Records. She released her debut album Trouble in 2004, which was a minor success. The single "Somebody" was included in the soundtrack to the 2004 comedy film Win a Date with Tad Hamilton!...

, while additional writing and song production was done by Dr. Luke
Dr. Luke
Lukasz Gottwald , better known as Dr. Luke, is an American songwriter, record producer, and remixer. Luke performed with the Saturday Night Live Band for ten seasons until 2007. He has co-written and co-produced a string of commercially successful songs...

, Martin, and Billboard
Billboard (producer)
Mathieu Jomphe, better known as Billboard, is a Canadian songwriter and record producer, and remixer from Montreal. His productions include dance-pop as well as dubstep influences. He has produced for international artists such as Britney Spears, Kesha and Robyn.-Discography:-External links:* at...

. A small teaser of the song was unveiled by the singer on February 19, 2011. On March 11, 2011, it leaked in full online, along with another Femme Fatale track, "(Drop Dead) Beautiful
(Drop Dead) Beautiful
" Beautiful" is a song by American recording artist Britney Spears, taken from her seventh studio album Femme Fatale . The dance-pop song features American recording artist Sabi. Spears started recording songs for the album in 2009...

". The song was also rumored to be the second single of Femme Fatale; the information was later denied following the online leak of "Till the World Ends
Till the World Ends
"Till the World Ends" is a song by American recording artist Britney Spears, released as the second single from her seventh studio album, Femme Fatale. It was written and produced by Dr. Luke and Max Martin, with additional writing by Kesha and Alexander Kronlund, and additional production by...

" on March 3, 2011, which was released instead in the next day. On August 5, 2011, Spears posted a poll on her Facebook
Facebook
Facebook is a social networking service and website launched in February 2004, operated and privately owned by Facebook, Inc. , Facebook has more than 800 million active users. Users must register before using the site, after which they may create a personal profile, add other users as...

 page asking fans whether her next single should be "Criminal
Criminal (Britney Spears song)
"Criminal" is a song by American recording artist Britney Spears from her seventh studio album, Femme Fatale. The Radio Mix of the song was released as the fourth single from the album. "Criminal" was written and produced by Max Martin and Shellback, with additional writing by Tiffany Amber...

", "Inside Out" or "(Drop Dead) Beautiful." After the 2011 MTV Video Music Awards
2011 MTV Video Music Awards
The 2011 MTV Video Music Awards took place on August 28, at Nokia Theatre in Los Angeles, honoring the best music videos from the previous year. On July 20, the nominees were announced...

, she revealed to MTV News
MTV News
MTV News is the news division of MTV, one of the first and most popular music television network in the U.S., as well as some of MTV's related channels around the world. MTV News began in the late 1980s with the program The Week In Rock, hosted by Kurt Loder, the first official MTV News correspondent...

 that "Criminal" was chosen as the fourth single.

Composition

"Inside Out" is an electropop song that features themes of dubstep
Dubstep
Dubstep is a genre of electronic dance music that originated in south London, England. Its overall sound has been described as "tightly coiled productions with overwhelming bass lines and reverberant drum patterns, clipped samples, and occasional vocals"....

 and R&B, complimented with "earth-shattering synths". Lyrically, the "sexy breakup song", as described by Jocelyn Vena of MTV
MTV
MTV, formerly an initialism of Music Television, is an American network based in New York City that launched on August 1, 1981. The original purpose of the channel was to play music videos guided by on-air hosts known as VJs....

, opens with Spears singing, "Said you're gonna be here in a minute/ Sitting in the mirror getting pretty/ Gotta look my best if we're gonna break up/ Gotta look my best if we're gonna break up/ I can hear you knocking at the front door/ And I know exactly what you came for/ Trying to say goodbye but it's hot and heavy/ Trying to say goodbye but it's hot and heavy." While the couple seems to be on the verge of a breakup, there's apparently still some sexual tension between them, which is perceived in lines such as "You ... touch me and it's breaking me down/ I'm telling you, let's just give it up and get down." Spears crescendos "So come one/Won't you give me something to remember/Baby shut your mouth and turn me inside out." during the chorus section, and then goes on to "Hit me one more time it’s so amazing” and "You're the only one who's ever drove me crazy" referencing her first singles "...Baby One More Time
...Baby One More Time
...Baby One More Time is the debut studio album of American recording artist Britney Spears, released on January 12, 1999, by Jive Records. In June 1997, while Spears was in a negotiation with manager Lou Pearlman to join female pop group Innosense, her mother asked family friend and entertainment...

" (1998) and "(You Drive Me) Crazy
(You Drive Me) Crazy
" Crazy" is a song by American recording artist Britney Spears. The song was written and produced by Max Martin, Jörgen Elofsson, Per Magnusson and David Kreuger for Spears' debut studio album, ...Baby One More Time . It was released on August 23, 1999 by Jive Records, as the third single from the...

" (1999). The song was praised for its intricate production and has been compared to her earlier work on albums In the Zone
In the Zone
In the Zone is the fourth studio album by American recording artist Britney Spears, released on November 16, 2003, by Jive Records. Following the end of the Dream Within a Dream Tour in July 2002 and her break-up with Justin Timberlake, Spears announced she would take a six-month break from her...

(2003) and Circus
Circus (Britney Spears album)
Circus is the sixth studio album by American recording artist Britney Spears. The album was first released on November 28, 2008 by Jive Records. Spears started work on the album in early 2008 with a range of producers including long-time producers Bloodshy & Avant and Danja...

(2008) and it has been compared to that of Madonna
Madonna (entertainer)
Madonna is an American singer-songwriter, actress and entrepreneur. Born in Bay City, Michigan, she moved to New York City in 1977 to pursue a career in modern dance. After performing in the music groups Breakfast Club and Emmy, she released her debut album in 1983...

's Ray of Light
Ray of Light
Ray of Light is the seventh studio album by American singer-songwriter Madonna, released on March 3, 1998 by Maverick Records and distributed by Warner Bros. Records. After giving birth to her daughter Lourdes, Madonna collaborated with Patrick Leonard and William Orbit in developing the album...

(1998) and Music
Music (Madonna album)
Music is the eighth studio album by American singer-songwriter Madonna, released on September 19, 2000 by Maverick Records and distributed by Warner Bros. Records...

(2000).

Reception

The song received generally favorable reviews from contemporary critics. Digital Spy
Digital Spy
Digital Spy is a British entertainment and media news website. According to Alexa Internet traffic statistics, as of February 2011, Digital Spy is the 93rd most popular website in the United Kingdom, with an overall Alexa ranking of 2,088....

's Robert Copsey noted "Inside Out" is one of the "ten remaining tracks [of Femme Fatale that] continue the trend [of the album's first two singles]", considering the song's lyrics as "blatantly slutty" and praising "the much-welcomed piano breakdown". David Buchanan of Consequence of Sound
Consequence of Sound
Consequence of Sound, also known often as CoS, is a Chicago-based music website featuring news, album and concert reviews, and editorials. In addition, the website also features the Festival Outlook micro-site, which serves as an on-line database for music festival news and rumors...

 also agreed that "the [first two] singles are extraordinarily infectious, as is "Inside Out", which slows the tempo, simultaneously sending Spears back to basics vocally, and into 2011 sonically." On her review of Femme Fatale, Genevieve Koski of The A.V. Club
The A.V. Club
The A.V. Club is an entertainment newspaper and website published by The Onion. Its features include reviews of new films, music, television, books, games and DVDs, as well as interviews and other regular offerings examining both new and classic media and other elements of pop culture. Unlike its...

commented that "songs like the dark, slinky "Inside Out", the hyper-Euro chant-along "Till The World Ends", and the strange, flute-assisted digression "Criminal" add texture to the wall-to-wall synth waves and booty bass." The Guardian
The Guardian
The Guardian, formerly known as The Manchester Guardian , is a British national daily newspaper in the Berliner format...

s Alexis Petridis commented that the song "lurches along on [dubstep]'s patent half-speed rhythm." While Keith Caufield of Billboard
Billboard (magazine)
Billboard is a weekly American magazine devoted to the music industry, and is one of the oldest trade magazines in the world. It maintains several internationally recognized music charts that track the most popular songs and albums in various categories on a weekly basis...

considered "Inside Out" "easily a natural pick for 'Femme's' third single", Hannah Rishel of The Daily Collegian said "in general the song failed to hold my attention. If I heard it on the radio, I probably would change the station." Thomas Conner of the Chicago Sun-Times
Chicago Sun-Times
The Chicago Sun-Times is an American daily newspaper published in Chicago, Illinois. It is the flagship paper of the Sun-Times Media Group.-History:The Chicago Sun-Times is the oldest continuously published daily newspaper in the city...

also gave the song a negative review, considering it a "weak mid-tempo fare", along with "Criminal". Following the release of Femme Fatale, "Inside Out" reached number forty-seven on South Korea's Gaon
Gaon Chart
The Gaon Chart is a national record chart of South Korea. It is complied by the Korea Music Content Industry Association and sponsored by South Korea's Ministry of Culture, Sports, and Tourism; with an aim to create a national chart for Korea similar to the Billboard charts and Oricon charts...

 International Chart, after selling 7,222 digital units of the song alone.

Credits and personnel

Credits for "Inside Out" adapted from Femme Fatale
Femme Fatale (Britney Spears album)
Femme Fatale is the seventh studio album by American recording artist Britney Spears. The album was released on March 25, 2011 by Jive Records . Recorded between 2009 and 2011, the album featured Spears working mainly alongside longtime collaborators Max Martin and Dr. Luke, who served as the...

liner notes.

  • Britney Spears
    Britney Spears
    Britney Jean Spears is an American recording artist and entertainer. Born in McComb, Mississippi, and raised in Kentwood, Louisiana, Spears began performing as a child, landing acting roles in stage productions and television shows. She signed with Jive Records in 1997 and released her debut album...

     – lead vocals, background vocals
  • Myah Marie – background vocals
  • Bonnie McKee
    Bonnie McKee
    Bonnie Leigh McKee is a North American singer-songwriter, formerly signed to Reprise Records. She released her debut album Trouble in 2004, which was a minor success. The single "Somebody" was included in the soundtrack to the 2004 comedy film Win a Date with Tad Hamilton!...

     – songwriter
    Songwriter
    A songwriter is an individual who writes both the lyrics and music to a song. Someone who solely writes lyrics may be called a lyricist, and someone who only writes music may be called a composer...

    , background vocals
  • Jacob Kasher Hindlin – songwriter
  • Max Martin
    Max Martin
    Martin Karl Sandberg, known professionally as Max Martin, is a Swedish music producer and songwriter. Raised in Stenhamra, a suburb of Stockholm, Sweden, he broke through as a producer and songwriter in the mid to late 1990s after crafting a string of hits for pop artists like the Backstreet Boys,...

     – songwriter, producer
    Record producer
    A record producer is an individual working within the music industry, whose job is to oversee and manage the recording of an artist's music...


  • Lukasz "Dr. Luke" Gottwald
    Dr. Luke
    Lukasz Gottwald , better known as Dr. Luke, is an American songwriter, record producer, and remixer. Luke performed with the Saturday Night Live Band for ten seasons until 2007. He has co-written and co-produced a string of commercially successful songs...

     – songwriter, producer
  • Mathieu "Billboard" Jomphe
    Billboard (producer)
    Mathieu Jomphe, better known as Billboard, is a Canadian songwriter and record producer, and remixer from Montreal. His productions include dance-pop as well as dubstep influences. He has produced for international artists such as Britney Spears, Kesha and Robyn.-Discography:-External links:* at...

     – songwriter, producer
  • Emily Wright – vocal production
  • Serban Ghenea
    Serban Ghenea
    Serban Ghenea is a four-time Grammy Award and three-time Latin Grammy Award-winning mixer. He has mixed songs for such artists as Michael Jackson, Justin Timberlake, Usher, Faith Hill, Carrie Underwood, Jewel, Santana, Ozomatli, Shakira, Jill Scott, R. Kelly, Rod Stewart, and Dave Matthews Band...

     – audio mixing
    Audio mixing (recorded music)
    In audio recording, audio mixing is the process by which multiple recorded sounds are combined into one or more channels, most commonly two-channel stereo. In the process, the source signals' level, frequency content, dynamics, and panoramic position are manipulated and effects such as reverb may...

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