As the world approached the brink of the new millennium in the year 1999, no one knew what to expect. This fear of the unknown crept into the music of our favorite late-’90s pop stars, from the baby robot voice embedded throughout Britney Spears’ …Baby One More Time debut, Backstreet Boys shooting their second album Millennium right into outer space and Blaque booming like an earth-shattering 808 on its self-titled debut. But it was TLC who fully embraced the impending chaos that many thought the Y2K Scare was going to bring, with their third album FanMail.

The album, which turns 20 on Saturday (Feb. 23), aestheticized a digital world that was born after the turbulent events that the girl group went through during the five-year hiatus they took after releasing 1994’s Diamond-certified CrazySexyCool, still the best-selling U.S. album by a girl group of all time. Rozonda “Chilli” Thomas became a first-time mother with the group’s longtime producer Dallas Austin, Tionne “T-Boz” Watkins spent many nights in the hospital to combat her sickle-cell anemia, and the late Lisa “Left Eye” Lopes made headlines for burning down the house of ex-boyfriend Andre Rison, while also getting into conflict with other members about TLC’s musical direction.

Throughout all of this, the group revealed they were bankrupt, and trying to claw themselves out of a messy contract with Pebbitone, the management company founded by L.A. Reid’s former wife Pebbles. When they finally got back into the studio, they decided to dedicate the entire album to their supportive fans — but the recording process wasn’t easy.

“The only thing we were nervous about was being gone for so long and wanting everyone to [still] accept you,” T-Boz tells Billboard. “But FanMail was the one where Lisa started tripping out! [Laughs.] That’s when she decided after we signed our contractual obligation that she wanted to go solo. All of that drama!”

Due to Left Eye’s absence, the group had to figure out how to replace her signature voice. Thus, the female android Vic-E was created. “Lisa didn’t want to be in the studio at the time so Dallas and I were just like, ‘Well, “eff” it! We’ll make the computer rap!’” T-Boz continues. “We went on the Mac computer, and back then you could choose different voices [as your greeting]. So we picked Vic-E because she sounded sexy. When Lisa got back on board, she said, “Well shit, let’s go ahead and make it a character!”

Austin, who was friends with Chilli and T-Boz before the group’s ideation, echoed: “[Recording] was a little bit of a disaster because Left Eye wanted to take it a little too far and name the album Fan2See. She wanted a website where the fans would be able to create their own fantasies. Back then we had Lil Kim and other female rappers doing their thing, so she wanted to push the envelope a bit more. When we told her it wasn’t a good idea, she got a little mad at us.”

The narration of FanMail’s Vic-E was a direct reflection of the era’s journey to cyberspace, as seen with the rise of of AOL Instant Messenger, HotMail and dial-up connections. With Left Eye now just a sporadic presence, the album filled that void with dial tones, glitchy synths, computer keyboard clicks and warped vocal effects that echoed the cold nature of the song’s themes. “I was dying to get into the future because 2000 was about to come up,” explains Austin. “But I’ve always been into that stuff because I’m a big Star Wars fan. Since we had to use Vic-E in place of Lisa’s voice, I thought, ‘Let’s just go as futuristic as we can.'”

Those otherworldly elements were found not just in the songs themselves, but the actual binary code-wrapped album cover as well. “We were actually painted with real silver paint,” reveals Chilli. “When we had the shoot, [photographer] Dah Len of course saved that for the end because you just can’t throw that on and wipe it off for another look. I showered so much for a whole week! It was behind the ears, on our neck, under our chin, around our nose — just everywhere. That was not digitally altered at all. We went in for real.”

All of these creative risks proved successful for TLC, as FanMail peaked at No. 1 on the Billboard 200 and stayed there for five non-consecutive weeks. It was certified six times Platinum by the RIAA and spawned two massive No. 1 hits: “No Scrubs” (which topped the Hot 100 for four straight weeks) and “Unpretty” (three weeks at No. 1). The album was also nominated for eight Grammys, including album of the year, and took home the trophies for best R&B album, best R&B performance by a duo or group with vocals and best R&B song for “No Scrubs.”

Below, TLC’s T-Boz and Chilli — along with collaborator Kandi Burruss and the album’s co-executive producer Dallas Austin — dive into the backstory of every track of FanMail (not including the three interludes), and reflect on what the impact of its mainstream success meant for the future of R&B.

“FanMail”

Dallas Austin: I thought the FanMail concept was brilliant. So I took a bunch of interviews they did to create the actual “FanMail” song. I was listening to a lot of drum and bass, which was becoming big in London at the time. I thought, “How do I incorporate this without being too overbearing for people?” I always looked at albums like movies, so I seek out the title track. When you hear “FanMail,” that should help you understand what the rest of the album is gonna feel like. It’s become one of my favorite songs I’ve done.

Chilli: We used to get so much fan mail back then, and we just could not respond to everybody. A lot of it got lost, and then we tried to retrieve as much as we could. So that was the song for the fans period. It was us feeling bad that we weren’t able to get to everybody. When Drake redid “FanMail” [with 2010’s “I Get Lonely Too”], that was a big deal. It’s funny because a lot of our fans told us about his cover. But I wasn’t very familiar with Drake. When I heard it, I wanted to make sure he did a good job — I didn’t care who it was! [laughs] And I thought he did great. I was really happy with how he put his own little spin on it.

T-Boz: [The title] was actually Lisa’s idea. When we were going through all that [legal] stuff with Pebbles [Reid] and trying to get away from her, we had missed a lot of fanmail. We tried to fit as many names as we can possibly fit in the [album booklet]. When the record company screws you over and doesn’t promote certain things the way they should have been, the fans make you realize you’re still important. Because we didn’t even promote this [album] and it still went platinum.

“Silly Ho”

Austin: I knew they had a great response from fans in Japan from the last record. So I wanted to include that international aspect in the album. Everyone thinks about Europe when they’re making a record, but not Japan. So I started the song out with [mimics sound effects], ding-ding-ding-ding! And the [“Vic-E Interpretation”] interlude before it says, “In Japan they just move to the one and two.” So that, along with the street lyrics, separated the group at that time. T-Boz loved “Silly Ho” because she liked songs that didn’t make her feel like too soft of a girl.

T-Boz: Well “ho” is my favorite word ’cause I don’t like them! [Laughs.] We used to put up signs in the studio that said “No hoes allowed.” Dallas said that we should write a song about it, so I just talked about everything that I didn’t like about hoes. It’s so funny because that’s the song my kids like the most, and of course it had to be the most explicit one. I can’t clean it up, there’s no way to get around hoes!

Chilli: When the song got leaked, I heard that Timbaland got upset about it. He was feeling like Dallas bit off of his sound or whatever. I didn’t think it sounded exactly like his stuff, but it definitely sounded like maybe he could have did a collaboration. It was just a popular sound at the time. The lyrics are so TLC, as far as our whole girl power thing and talking about guys. It’s actually one of my favorite songs to perform.

“No Scrubs”

Kandi Burruss: [Xscape girl group member Tameka “Tiny” Cottle] and I got the music from [producer Kevin “She’kspere” Briggs]. I had this notepad that I used to write song titles or concepts in. I used to say it to all my friends all the time: If there was like a dude that was wack, we just called him “that scrub.” So I thought, “That’d be a cute concept for our record.” One day I was riding around with my friend while listening to the track that She’kspere gave me. We were both were dating brothers at the time, and we were dogging them out because we were mad at them. I freestyled the entire song while just driving down a highway: the verse, hook, pre-chorus, the whole thing.

I actually wrote a majority of the record on an old envelope that was sitting in my car! I took it to Tiny the next day. The lyric originally was: [sings] “A scrub is a guy who thinks he’s fly and also known as a busta/ Always talking about what he wants and just sits on his fat ass!” Tiny busted out laughing and was like, “Girl, you are so crazy!” But I thought that people were going to like it.

Austin: So this song came in at the last minute. It was originally for Kandi and Tiny because they wanted to do a project together. But I told Kevin, “If you let me have this for TLC, I’ll make it the first single.” It would be different, with Chilli singing the record, rather than us always starting with T-Boz. “No Scrubs” was a breakthrough for Chilli because we hadn’t focused on her like that for the first two albums. It was a great way to expose her; being a secondary vocalist was not just her purpose. After the song’s success, it felt like TLC was a new group, because we took a different approach to reinvent them.

T-Boz: Kandi and Tiny wrote the heck out of that song, and I’m glad they gave it to us instead of keeping it for themselves. When we did the video, we went all out except for Chilli — she wanted to look like an island princess! [Laughs.] I was so excited about the part where I wore the all-white outfit where my boobs lit up. We never really did anything super sexy like that. I remember not having a routine and [the video’s director Hype Williams] just told me to dance. RuPaul also came to see us on set, but he wasn’t in drag. His makeup artist [Mathu Andersen] did our makeup and it was so amazing. Me and Lisa had a ball with that. I was like, “Can I put rhinestones on my lips too?”

Chilli: Being on set was really scary, especially the one scene where it was all three of us and it looked like we were in space. This tube thing was constantly moving so you couldn’t stand still or else you would fall. I was getting so frustrated and yelling, “How many more takes?” Lisa was falling and we were hitting each other by accident, it was just crazy. That’s why we were acting so silly at the end of the video, because trying to fight against [the moving set] was not working. Then, there was that really ginormous swing. I had to practice first because I was so nervous. Of course by the end, I didn’t want to get off the thing! That was a long day, but it was fun doing the whole futuristic stuff. Even our space suit-looking outfits were right up our alley. We always knew that our image was just as important as our music.

“No Scrubs” is an empowerment anthem. When we are performing it, I look out in the audience and say this cool little speech about certain guys you got to stay away from. I always say this — and I’ll say it forever — but scrubs are like roaches. You can never get them under control completely. [Laughs.] They just won’t die. They just keep multiplying. That’s why you just got to stay away from them suckers! The reason I knew [the song] was going to be big because what it’s talking about is so relatable to every woman in America. It doesn’t matter where you are in the world, scrubs come in all shapes, sizes and colors. So it was just a universal song that every woman can high-five each other with. It was a winner.

We were cracking up when we heard Sporty Thieves’ [response track] “No Pigeons.” There’s so many songs that are negative towards women and you don’t hear a lot of females saying, “We’ve got to do an anti version of that one.” So it’s funny that you have these guys that want to flip “No Scrubs” real quick. They can’t take the heat! I just knew that our song hit some real nerves. But I absolutely loved Weezer’s version, and reposted it on Instagram. We’re actually talking with them now and trying to figure out when we’re going to perform it together on upcoming shows. I love when guys sing that song. Any man that can sing “No Scrubs” comfortably, he is definitely not a scrub — or he’s a reformed scrub. Those days are far behind him and he’s like, “I can sing this proudly!” [Laughs.]

“I’m Good At Being Bad”

Chilli: We actually worked with Jimmy Jam & Terry Lewis on this one. They are the sweetest people ever. You would be so surprised at how humble they are, no diva [attitude] anywhere. They were so creative and open to our ideas. They asked for our input, so the collaboration was amazing. Tionne and Lisa were really excited about saying “I need a crump, tight n—a” and all that kind of stuff. I was just like, “Guys I’m not saying all that! I got the pretty stuff.” The song is jamming, I just don’t like saying the n-word.

T-Boz: So I wrote the song with Jimmy Jam in Minneapolis, and he works so fast. He said, just go to the booth. I’m gonna play the beat. Whatever comes to your mind, just hum it.” I had never written like that before. Usually you listened to the beat, you sit down and you write it. But that technique really helped me grown as a writer. So I got out the booth then we wrote the lyrics to it.

I loved the way Kurt Cobain used to go soft and then hard, like on “Smells Like Teen Spirit.” So I told Jimmy we could be like Nirvana, just sing really pretty and then go into “I need a crump type n—a!” I actually wanted Lisa to do that first rap part, but she thought I sounded good because my voice was thicker. So they keep me on it until she did the final rap verse.

Austin: Jimmy Jam and Terry Lewis are my favorite producers in the world. They just did Michael and Janet Jackson’s “Scream” [in 1995] and I was like, “Wow, these guys are insane!” So when we got them for the TLC project, I knew they were gonna come with something different. When I first heard “I’m Good At Being Bad” I thought, “NO. WAY. This is crazy!” They did a great job of showing off the [R&B] genre, and it was a great contrast for all three of them.

“If They Knew”

Chilli: This song is just giving another perspective [of a relationship], because we’re definitely not about being on that side whatsoever. But we always thought that it was important to make songs that were not always just from our point of views, but from some of our friends who were experiencing things like that.

T-Boz: Me, Dallas and Lisa were in the studio basically gossiping about scenarios we know about, with guys trying to get with you when he’s in a relationship. And that happens all the time. That’s how people cheat. We’ve all been approached by somebody who’s married or already in a relationship and you know, we’re basically talking about how [would] that other girl feel, if she knew you were doing this over here with me?

“I Miss You So Much”

T-Boz: Chilli ended up doing this as a solo song because it’s just too pretty for me. I was too rough and rugged for that at the time, I don’t want to talk about missing nobody! [Laughs.] But she sounded amazing and it was totally up her alley. It really highlighted her as a singer. I would have messed the song up!

Chilli: We were signed to [FanMail co-executive producer] Babyface’s label [LaFace Records], so I was always around him. He is such a joy to work with. A lot of people do not know that he is actually a really silly guy. He’s just very quiet and observes everything. But when we would get in the studio, we just laughed the whole time.

We were at the end of recording the album and I was sick. I had like a sinus infection and was on all these steroids trying to get my voice back all the way. And I asked Babyface, “Can we do [this song] next weekend?” But we had this deadline to finish the album. And so I was just like nasal spraying it up. It was crazy. I wanted to redo it because I sounded stuffy. But he thought it sounded good and was going to work out well. I just loved being in the studio with him because he helps to bring out things in you that you didn’t even know you had.

“Unpretty”

T-Boz: At the time, I had just got out the hospital and was in my hotel room. My boyfriend still went out and left me. When you get out the hospital, you feel so weak and frail and ugly. I had all these IV marks and bruises everywhere, and I was just really skinny. When he left, I was watching [an episode of] Ricki Lake that night, where these men were calling women fat pigs, so I was already emotional. I went to the desk, turned on the light and I got a piece of paper. Men have a way of making us feel the opposite of pretty. So I put “un-” in front of it. That actually sparked me writing a whole poetry book on my thoughts. So I took this poem to Dallas and he was like, “Oh my god, this is it!” He got in the booth so fast and put it in song form.

The words mean everything when I sing them, because that’s every last emotion that I felt. But I had no idea that so many other people felt the way that I did, until the song went to No. 1 [on the Billboard Hot 100]. I remember Lady Gaga was crying so hard when she met me [in 2013]. She said, “You don’t understand how much ‘Unpretty’ changed my life, because I was an outcast.” Fans also told me the song prevented them from committing suicide. That was deep, and I’m glad our song could help people.

Austin: I knew I wanted to do a song like “Unpretty,” because at the time I was listening to a lot of folk and alternative artists like Ani DiFranco and Tori Amos. I was trying to figure out a way to bridge that into TLC’s music, because I knew that would make them different [compared to] everybody else. By having an acoustic-driven pop song, that would take them to a whole ‘nother place they haven’t been before. So “Unpretty” was a big breakout record for them, just as much as “Waterfalls” was. It separated them from Destiny’s Child and SWV. I didn’t want people to see them as trendy. By this record, I wanted everyone to look at them as being established and that they know what they were doing.

We would get letters back then from kids saying this song changed their lives, whether they were a cancer patient or getting bullied at school. For my career, it’s one of the most touching songs I’ve done as far as the impact it had on fans.

Chilli: As beautiful as you are and as much as you have to offer — I don’t mean just the outward beauty, I’m talking like good stuff on the inside — being in the wrong relationship makes you doubt everything. We’ve all been there. It could even be a family member that’s talking negative towards you and making you feel bad about yourself. So that’s one of those songs that again, resonates with so many people. Not just girls, but guys too. Everybody can get that low.

For me, I’m a very petite woman, and was never extra developed like how most girls in high school were. I wanted bigger boobs and all that. So that’s why when we shot the video, it was personal to me to tell that story. I don’t think there’s anything wrong with you feeling like you want to get a breast job or reduction. But the most important part is it needs to happen because that’s something you want for yourself, not someone else. Not some guy telling you that you’ll look better if this was bigger. If they do say that, just drop them.

“My Life”

Chilli: [Co-writer and producer] Jermaine Dupri is a part of the team. We couldn’t put out another record and not have him be a part of it. I always crack up at him because he’s not a singer, but he’ll try to push those notes out. It’s so cute to see him do it ’cause his head kind of cocks to the side and he is just singing all beautiful. He’s so creative and has so much energy. It’s almost like a little party when we’re in the studio working with Jermaine.

T-Boz: Lisa loved the media. She thought all press was good press, but me and Chilli don’t feel that way. [Laughs.] We didn’t have TMZ [back then]. So if something was a rumor, that meant it went a long way, because it was through word of mouth. [The lyrics] are really about living life in this industry and being a real person, but being looked at as a celeb. You’re still a real person even though people don’t view you as that. I breathe the same and my heartbeat’s the same. I didn’t want my whole life on display. I don’t owe you anything but a song and a dance, because that’s all I signed up for with my contract.

“Shout”

T-Boz: We got the inspiration from [Tears For Fears’ 1984 single], “Shout.” But this song isn’t a favorite of mine, I’ll be honest. [Laughs.] So when they would do the salsa breakdowns to “Shout” on the FanMail tour, you’ll see that I leave the stage and don’t come back until they’re done. I’m such a prissy tomboy. Everyone would get so mad at me, but I didn’t care!

Austin: It was fun doing “Shout.” The remixed version [which was never officially released] had Enrique Iglesias and Sheila E. on it. I was trying to have a little Latin feel to it — because it was really kicking in at the time — while still keeping it futuristic.

Chilli: I love Lisa’s rap verse on this song. “Shout” and “Hat 2 Da Back” [from 1992’s Ooooooohhh… On the TLC Tip] are my favorites. She just lost her mind and went crazy. You can just tell when something is personal or truly speaks to a person’s spirit when they’re recording. So I was really proud of her with how she delivered.

“Come on Down”

T-Boz: I went into the booth and attempted to do it, because the verses were written [by Diane Warren] for me. I came out and said, “Diane, I’m sorry but I can’t do this!” [laughs] She is an amazing writer, and I love her because she respected my views. I told her to give it to Chilli because it was such a sexy song. “Red Light Special” [from 1994’s CrazySexyCool] worked for me, but not “Come On Down.”

Chilli: I don’t know who she originally wrote this song for, but she told me on the phone that whoever it was didn’t want to sing it. I loved everything about “Come On Down” because you know what it’s talking about, but it was very nicely subliminal. I loved the country feel of the record, so I couldn’t wait. And she was so excited that I wanted to do it. She wasn’t actually in studio with me ’cause we recorded it in Atlanta and she was in LA. But I was happy that she was so happy with it. It’s definitely one of my favorite songs because I do like a little touch of country. It reminded me of something Shania Twain would do.

“Dear Lie”

Chilli: “Dear Lie” also came from one of Tionne’s poems, and she worked with Babyface on it. I love it because it’s kind of like a metaphor. You can hear a lie that somebody says about you and it’s not true. But it can really have so much power over you and that is why it sucks. But you’ve got to take that power back. We get so caught up sometimes in being upset about things and the person that we’re allowing to have that type of power over us are doing just fine and — as they say these days — living their best life.

T-Boz: Babyface liked this one because I was talking about a lie as if it were a person. My father used to lie all the time, so I absolutely despise liars. So I thought about what I would say if it was a person. I love the way it starts off vulnerable and then turns into a place of strength where you’re saying, “I won’t let you hurt or unravel me.”

“Lovesick”

Chilli: It wasn’t one of my favorite songs, because being love sick is not good! It’s so sad, but that what was going on at the time. And who can’t relate to being love sick?

Austin: Chilli and I were together back then. One of us was love sick at the time, maybe it was both of us! [Laughs.] The way I used to write for them was to think about if I were them. For this song, we took [inspiration] from both of our perceptions as well as experiences from people we knew.

I think that was the first record we cut for FanMail. I remember being at the front desk at the studio and the phone keypad made a blip blip! sound. I thought it sounded cool, so I found it on the computer and turned it into a little rhythm. It’s funny because we did the “Communicate” interlude before the song and AT&T hit us up and asked, “Can we use that for a commercial?” I did [that style] on purpose, because if you looked at movies that were based on the future back then — like Blade Runner — you always hear that voice telling you what to do. So I took that element and put it into the song.

T-Boz: Chilli and Dallas were going through so much at the time! I think Dallas was the one who was lovesick. That song was about all of us, because me and my boyfriend were going at it every five seconds. It was perfect because that’s how you feel, especially when [your ex] gets into another relationship and you’re not quite over them. It makes you feel better when they girl is not as cute. But don’t let it be a bad chick that’s actually pretty! [Laughs.]

“Automatic”

Austin: That was me diving back into the Prince element for them. He actually had a song called “Automatic” [from his 1982 album 1999], so I wanted to maintain that Minneapolis sound a little bit. We did that one second because it was connected to “Lovesick.”

Chilli: I like that song way better than “Lovesick” because it’s not sad. [Laughs.] When VH1 used it during the opening credits [for 2013’s CrazySexyCool: The TLC Story film], we just had to make sure they had access to whatever song they needed.

T-Boz: We were so excited about that song because a new digital style was just created where you can play a certain sound in the right speaker and another one in the left. We were being innovative because we were among the firsts to do a digital album with all those effects. I love the way the song drifts in and out of the different speakers.

“Don’t Pull Out On Me Yet”

Austin: I had a leftover TLC song called “Oh Honey” that we didn’t end up using for CrazySexyCool because it had that doo-wop feel. It was a little more sensual. So when we got to recording “Don’t Pull Out On Me Yet,” I still thought we needed to capture that. It was kind of like my interpretation of something Babyface would do. I was also thinking, “How can I get them back to earth a little bit?” [Laughs.] I wanted to bring them from the future and back in the land of songs like “Baby-Baby-Baby” [from 1992’s Ooooooohhh… On the TLC Tip].

Chilli: This one has a little bit of a Prince vibe. It’s funny how during that era, almost every song you recorded got on the album. You have the ones that are some really good album cuts, and then some are just okay. [Laughs.] You can tell because those are the ones that’s usually like number 10, 11 or 12 [on the tracklist].

But I think that’s a real good feel-good TLC record for that album. This song was a little more mature, because by that time I was a mama. We were in our late 20s and by that time you’re conscious of not making some of the silly mistakes that you made when you were in your early twenties. You do grow and you share that with the world, because they’re growing too. Even when we’re trying something different like on “Don’t Pull Out On Me Yet,” it still felt like a TLC record, you know, even though it was a little different. So, you know, we just always made sure that we stayed true to ourselves.

Billboard