As Usher’s Confessions approaches its 10th birthday, VIBE rounds up key members of the album’s creative pod for a look-back on the making of a classic

The story is not about how Confessions was made. Speak with every A&R, engineer, songwriter and producer in the liner notes and you just may develop a picture of how the track list was constructed. But you still won’t know how Usher’s best work became the classic that it stands today. To mine that gem you need to know the real story. The real stories: How Usher nearly passed on records that are fan favorites today (see: “Throwback”) for tracks that his cabinet considered “wack” (“Wifey,” “Where Are You,” produced by Pharrell); that his Confessions creative process was powered by the real life experience of he and his collaborators; how he threw repeated tantrums to not record “Yeah!”

The story of how Usher’s greatest composition became a diamond-selling monster, which begat singles that traded the No. 1 and No. 2 Billboard spots for nearly six months, truly begins when Usher thought his fourth studio album was finished. Sessions with R&B champs Dre & Vidal and legendary maestro duo Jimmy Jam and Terry Lewis produced burners like “Caught Up” and “Bad Girl,” but it wasn’t until Mr. Raymond got with the Quincy Jones to his MJ—Jermaine Dupri—and the Rod Templeton to JD’s Quincy—Bryan Michael-Cox—that his follow-up to the 5x platinum 8701 became the Thriller of our generation. But before Chilli could air out Usher’s infidelities on Atlanta radio or Ray Charles’ death could steal the Best Album Grammy from the best album, there was L.A. Reid bringing his protégé the record that would inspire Confessions’ best vocal performance. —Bonsu Thompson, with additional reporting by John Kennedy and Shanel Odum

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MARK PITTS (A&R): We started with Dre and Vidal. They sent some records up to the label. “Superstar” was the one that really got L.A.’s attention. Dre and Vidal set the tone for the album.

DARRALE JONES (A&R): I was in a Lupe [Fiasco] meeting with L.A. Reid and at the end of the meeting, L.A. said to me, “You need to figure out how to get on Usher’s project.” So I was sitting there thinking, Well how the fuck am I going to do that? I don’t know Usher and I don’t know Jonetta (Usher’s mother/manager). So literally walking back to my office, I get a call from Marc Byers (manager of producers Dre & Vidal). Marc said they’re in New York and they have some Usher song. I said, “What?! Come to the office!”

MARC BYERS: I had this song called “Superstar” that Dre & Vidal had demoed. I thought it was perfect for Usher. So I gave Darrale Jones a call, walked over, played him the record and he loved it. He actually wanted me to give him a copy of it. I was like, “Nah, I’ll hold it, but if L.A. can listen to the record today I’ll wait around and if he loves it for Usher then I’ll give him a copy.”

JONES: So we’re sitting in my office and they play me “Superstar.” [After] the first 30 seconds I stopped it, called L.A. and said “I have a smash for Usher.” He said, “Come back to my office.” So me, Marc Byers, Dre & Vidal walked down the hall, I hadn’t even heard the rest of the song yet, but in my brain I was like, Well, if the words followed that melody, we’re good. We get in L.A.’s office and L.A. listens to it, stops it in the middle, starts it again—we listen to it three times––looks up, picks up the phone and calls Jonetta and Usher. He said, “Darrale Jones is flying to Atlanta. He has a song I need you to record. It’s incredible.”

JERMAINE DUPRI (PRODUCER): “Superstar” is amazing. That’s the one song on the album that I wish I wrote.

ANDRE “DRE” HARRIS (PRODUCER, ONE-HALF OF DRE & VIDAL): Faith Evans sang background on the bridge of “Superstar.” They forgot to add her on the credits.

DUPRI: A lot of Confessions was done before we started. That’s why I never felt like his album was a Thriller or an album that could do 10 million. Because I felt like we created this story but the rest of the producers weren’t involved with making the story. But what it made me realize was it’s not just about story, it’s about a great album. The records that I did mixed with the records that he had done with the other producers just created one of the best R&B records still today. Like “Caught Up” is in the “Confessions” vein.

HARRIS: Actually [Usher] wasn’t feeling [“Caught Up”].

PITTS: I remember we were trying to get [Usher] to do “Caught Up” but he wasn’t really [feeling it]. We was in Vac Studios in Atlanta, so I had a bunch of girls come through and we turned the studio into a party to that song on repeat. When he walked in we pressed play and saw everybody dancing and wil’n out. That’s how we sold him on that song.

JONES: We had the beat to “Caught Up.” So we’re playing the beat and Usher is in the studio in artist mode, leaning against the wall. I’m just meeting him, so I don’t know him like that. I’m like, Usher, this record is crazy. He’s like, “Man, I don’t know, Jones. I’m not really feeling it.” Usher and Chili were in the room, so I’m trying to really get Usher focused to go ahead and start this song. Long story short, Usher leaves then [comes back]. The beat was looped and there were some girls in the studio kind of dancing in the middle of the console. Usher opens the door, peeks in and sees the girls reacting to the beat, and goes right in and cuts the vocal. I was like, “Thank you Lord!”

RICO LOVE (SONGWRITER): “Throwback” was the first song I ever wrote. I was signed to Usher as a rapper. I went to Usher and said, “I need some money.” He was like “I could give you some money, but you’ll just spend it and need more money. So how about I give you an opportunity to make your own money?” Back then I was putting melodies in my raps so he said I feel like you should write songs. So he gave me this crazy Just Blaze track.

DUPRI: L.A. Reid makes records according to the hot producer. He goes around and touches every hot producer at the time. In hip-hop at the time Just Blaze was crushing it with the Roc. Usher had these roots where he was connected to New York by being under Puff’s tutelage in the beginning. So Usher had a New York connection. [“Throwback”] kind of fit that element of his life.

LOVE: Usher called me [after he first heard it] and was going crazy. The first thing he said was “Nigga, this shit is crazy. You got one.” I’m buggin out because at this point in our relationship I didn’t even have his phone number. Then he let me write a bridge on “Seduction.” [Ed note: “Seduction” appeared as a bonus track on Confessions’ Special Edition re-release.]

PITTS: [Rico] had something with him so I wasn’t surprised that he [could] write a song. I was surprised that his first joint was that fire!

KAWAN PRATHER (A&R CONSULTANT FOR USHER, BEST FRIEND): [Later on, Usher] felt he could do without [“Throwback”]. It was a record I was advocating because it was so black. When you think about it, it really doesn’t fit. It doesn’t sound like anything else [on the album]. It just felt really good. So first was the perfect place for it. There were some stronger issues between Usher and Rico but ultimately my concern was that record needed to be there regardless. It felt best.

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DUPRI: With us it was always about trying to beat the biggest albums of our time––Bobby Brown’s [Don’t Be Cruel], Michael Jackson’s Thriller––and we didn’t feel like we did that yet. Usher was just a star; a guy that sang well and danced well. But he didn’t have the dirt on him like a Bobby Brown who was titled the “Bad Boy of R&B” or Michael who had whatever was going on with him. All Usher had was his relationship with Chili but it wasn’t dirty. Up until that point every time he put an album out his growth didn’t seem to get bigger and that’s because he wasn’t giving people anything to talk about. Then I started indulging into his life. His life as a single man dealing with one girlfriend and trying to have multiples was there. I just had to pay attention to it.

PITTS: I just felt like [Usher] needed some edge. He would always play it safe. Like when Sisqo said something about him in the press and folks were trying to rev it up, he gave the safe answer. Everything was always safe. So it was time for people to get to know him and he was opening up and willing to try new things.

HARRIS: Usher was just coming off [8701], out of young manhood into real manhood and understanding what he was going through so it was easy to talk about. We’d sit and talk for hours about women, life, all the above… then’ be like, “Man we should do a song like this.”

BRYAN-MICHAEL COX (SONGWRITER): The irony is initially we didn’t know what the theme of the album was going to be. The first song we recorded was “Burn.” Just like the first song we did for 8701 was “U Got It Bad.”

DUPRI: “Burn” was about Usher and Chili, just like “U Got It Bad” was about Usher and this other girl he was cool with. Usher started telling me that he and Chili’s relationship felt like somebody was burning him, like a burning inside his body. Usually when people are in relationships they can’t take the burn so they stick with the person. He wanted to reverse it and say I’m gonna let this burn the shit out of me and get it out of my system.

COX: “Burn” was a snapshot of my life at the time. It was being in a relationship and being torn between what success brings and staying committed in this relationship. Just having a conversation with Jermaine and he’s like, “You gotta let that shit burn.” Let it burn connected with Usher because he too was fighting off temptation at the time. He actually finished writing the song.

JONES: Jermaine has this Dr. Dre-like ability. I was there when Jermaine cut “Burn” and I gained a lot of respect for him during that one session alone. During the [recording] of “Burn,” Usher would say a line, and then Jermaine would say, “Why don’t we say it like this? This resonates with the culture a little more.” It just gave me some real insight. He’s able to put the puzzle together a different way.

DUPRI: The first song I wrote was called “All Bad,” which ended up on the re-release. [Ed note: A condensed version of “All Bad” is featured on the original Confessions, as “Confessions (Interlude)”]. The beginning of the “Confessions” video was this song. It basically started the imaging of the album. It came [from the notion that] men don’t confess. It was like let’s reverse it and be like “Fuck it. Yeah, I’m cheating. I got a girl on the side.”

COX: “Confessions” came about via conversation. We were talking about guys that we knew in Atlanta who would go to Los Angeles. and have a whole other life. That’s how the whole phrase “Every time I was in L.A. I was with my ex-girlfriend” came about. We didn’t think Usher was gonna sing it. We actually wrote the song in L.A. Usher came to the studio and we were like, “We got something. We don’t know if you’re gonna sing it, but the shit is fire.” We played it for him and he was like “Aw nigga, we can lay this right now.”

DUPRI: I don’t think he believed the world would react to the point where they started to believe it. I didn’t either. “Confessions” became so big that Chili started to think these songs were written about her, which is crazy because nothing about “Confessions” was about Chili. It was all me. I tapped into people really believing what Usher says. It went so deep that Chili started believing it. But [Usher] liked the mystery of the song. Like “Who is he talking about?” And that’s where we started. We wanted the media to ask us questions. Same as when [Michael Jackson] said Billy Jean. Nobody knows who the fuck Billy Jean is. We’re still looking for her.

PITTS: It was actually both of our stories. It was a Frankenstein piece of different things that we all went through. I was also big brother [to Usher] so I would hear a lot of stuff between sessions, being a shoulder and I would say “Let’s talk bout it, bro.” He was hesitant about putting his life out there so me and JD opened up about the shit we were going through. I’ve been through a lot of shit so it ended up being a therapy session for all of us. The initial theme of the album was “Real Talk.” So when “Confessions” came, it tied everything together.

COX: We go back to Atlanta and get to the studio and Jermaine is like “I got it!” At the time, R. Kelly’s “Ignition [Remix] Part 2” was poppin’. So Jermaine is like we got to do part 2 to “All Bad.” Then something clicked to him like “No, no, no. The name of this song is ‘Confessions’ and I got the storyline.” So he starts spitting the whole story to us: girl gets pregnant, etc. He’s telling the story super amped with every detail. I let him finish and after, he says, “What do you think?” And I say “This about you.” He never told us the whole situation between him and his daughter’s mother. So I said if this is about you you’ve gotta tell us the real story. So he gave me the whole story and I was like we gotta talk about all that! We came up with the hook together, but he literally wrote that song in five minutes.

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PRATHER: Usher was like “[“Burn”] is my first single.” And I was like, “Not really. I mean, it can be…” Everybody except Usher was like, Nah, it’s not exciting. He was equating it to “U Got It Bad” and “Nice & Slow” but neither of those were the lead records. The thing is, you need momentum to make those mean as much. But when this conversation was taking place there was no “Yeah!”

SEAN GARRETT (SONGWRITER): I liked the stuff Lil Jon was doing and asked my publisher to get some of his tracks. Lil Jon’s people were like, “He don’t do R&B. Lil Jon…Usher?’ It took about a month to get some tracks because they thought I was bullshitting.

JONES: Shakir [Stewart, Arista A&R consultant] came into my office and asked me if I could send a song to Usher. He gave me the CD, we played it, and as soon as it came on, it was “Yeah!.” He said, “I need you to send this to Jonetta.” I took the CD, called Jonetta and said, “I’m sending you a song. Don’t try to understand it. We just need to get it to Usher.” So she calls back, maybe a half hour later and said, OK. And I said, “I told you!”

PRATHER: One night Usher calls me down to his house. It’s a house full of people and he’s like, “Listen to this shit they just sent me.” So they played the record and everybody in the house was cracking on the record. See, Sean Garrett’s voice is so light for somebody who is so big [Laughs]. So Usher is like, “They just sent me this fake-ass Michael Jackson song.” And I’m like “Nah this is a hit. This is what you need.” At the time Lil Jon was making that pop culture turn and the Dave Chappelle skits just happened. I was like, “Just cut it.” I went through every trick I could think of. “What if you don’t cut it and they give it to someone else––I had a specific name––and you look crazy because this dude gets the biggest sound in Atlanta culture while you’re in Atlanta?”

PITTS: That nigga was not fucking with that record.

LUDACRIS (RAPPER): I remember listening to it for the first time in my house in Atlanta. It’s very rare that people send me a track and I instantly fall in love with it. Without me on it, it was [already] ridiculous. It took me no time to do my verse because when I’m that inspired, I instantly feel gratification from a record. It took me an hour or two to get everything together and I knocked it out. I knew how big it was going to be.

GARRETT: Once we finished the record, we found out that there were several mixes of the track already out there.

PRATHER: After he cut it a bunch of us were randomly at a strip club one night and the Petey Pablo song came on. “Freak-A-Leak” is the original beat to “Yeah.” Usher looks at me like, “You gave him the record?” I’m like, “Did you give him the record?” Then Petey Pablo comes on and we’re like, “They put Petey Pablo on it?” So I called Jon from the club like, “Yo.” And he’s like, “Oh shit, it was a on a beat tape.” At this point Usher’s like, “See, I told you! Fuck this shit!” I told Jon he had to go back in and fix this and he came up with the much better record. The first time we heard the [keys come in] is the first time I saw Usher actually like the song.

LUDACRIS: Originally, Usher said that he didn’t really like the record. He wanted one of those slow songs to be the first single. He thought the song was just mediocre.

COX: We were nervous about “Yeah!” for a couple reasons. 8701 had a hiccup with the record “Pop Ya Collar.” For whatever reason it didn’t work, so Arista felt like they were about to have another hiccup.

PRATHER: They put out “Pop The Collar” and it was wack as fuck, so it gave us back the reigns.

DUPRI: I was actually afraid [of “Yeah!”]. I didn’t feel like crunk was commercial enough for Usher. I didn’t want it to drive away what we already built with “U Remind Me” and “U Got It Bad.”

PITTS: I remember JD played it on his radio show right before the holidays and it didn’t get a good response. I was supposed to master the record. I guess because of the early response I was told not to master it. I got to give all the credit to Lil Jon. They was about to go left. Lil Jon did his thing and when we came back off the Christmas break that shit was on fire!

LIL JON: I definitely leaked it to radio. I gave it to select people and the rest is history. If you got a hit song and the label doesn’t necessarily agree, it will force them to believe in it.

JONES: When Jon leaked the song, L.A. went crazy. Called legal and had the stations shut the song down. And as quick as he can shut the radio stations down, five other stations jumped on it. It started to get out of control, like a wild fire. It got so bad that they didn’t have a choice [but to support it].

COX: L.A. and Jermaine were a little bit nervous but I’ll tell you the reason we know MempHitz today is because he stood his ground. He was like, this is the record. Shakir Stewart was like this is the record! And it worked. The first day that record hit the radio it was so big.

DUPRI: If you’re trying to build an R&B star and he goes and makes a record with Lil Jon it could change the scope of where he’s going. And it didn’t. It just became the thunder of new music. It could’ve brought his brand down but instead his brand lifted everything else up. Usher’s got that power.