More stars than there are in heaven! The words above the entrance of the MGM Grand Hotel in Las Vegas seem boastful, particarly for a joint where Carrot Top is currently. Tonight, however, the promise rings true, at least for the several hundred screaming fans gathered outside the casino hotel's Grand Garden Arena, waiting for the 1999 Billboard Music Awards to get under way. They are endlessly enthusiastic, almost exclusively female and far too young to engage in any of the Sin City's less savory diversions. But they stand just off the Strip openly declaring - nay, screeching - their dearest, high-pitched desires. Already, 'N Sync (9 million sold) and Britney Spears (10 million and counting) have made their way down this carpet, but amid the fevered chanting, one message endures: They want the Backstreet Boys and they want them now. Many exercise their constitutional right to express their individual Backstreet preferences.

"I want AJ, so badly!"
"Nick, Nick, Nick!"
"I love you, Howie!"
"We want you, Brian!"
"Kevin, Kevin, Kevin!"

Underneath it all, there's the chant du jour: "Backstreet! Backstreet!"

One such chanter is thirteen-year-old Shana. Asked what it is about AJ that makes her "want him," she is quick to clarify matters. "He's fine," she explains. "His voice is so voice. I don't know - he makes my heart melt." Meanwhile, her pal Katie - who just turned seventeen today - wants to see Nick because "it's my birthday, you know."

The Boys are late, running on what the group's Howie Dorough later calls "Backstreet time," which he gently spins as "a little bit later than normal." To speed the awards long, the car drops them off right at the stage door, but they insist on making a quick detour down the carpet. "At least to show a presence," Howie says sweetly, "instead of just sneaking through the back door." They know who and what got them here, and they're not about to turn their backs.

As the Boys me the red-carpet walk, it's clear they're all the Cute One, though the devoted can note finer distinctions. There's Howard "Howie D." Dorough, 26, the charming, upbeat peacemaker who consistently earns his "Sweet D" nickname; Alexander James "AJ" McLean, 22, the tattooed in-house rebel; Kevin Richardson, 28, the most classically handsome and the oldest, more doggedly professional and business-minded than the others; and Nick Carter, 19, the blond babe known within the group for having the shortest of attention spans. Last but not least, there's Brian Littrell, 23, the singing Southern gentleman also know as B-Rok, whose 1998 open-heart surgery to correct a congenital defect nearly broke his own fans' young hearts.

Rushing through the arena's backstage area to their seats, the Boys bond briefly with the likes of Carrot Top and Mike Tyson. The scene here is frantic, with teen acts, music vets and assorted celebs mingling everywhere. "It's crazy," says Howie. "It's nuts. It's, like... surreal. Is that the right word?"

The Boys accept the evening's first award, Album of the Year, for Millennium - their accomplished second effort, which has already sold 10 million copies to date, a record 1.1 million of them in its first week of release. The highlight of the Boys' acceptance speeches comes when Nick thanks "the younger generation of our music that is coming out right now, like Britney Spears and 'N Sync. To all the people out there who have helped re-create pop and R&B... I think you guys deserve a big thanks, too." It's a gracious moment of teen-pop glasnost. Later in the evening some members of 'N Sync - with whom the Boys have had some bad blood in the past - will that Carter. "Just a little kindness can make such an impact," he muses later. "It made me feel good. And, you know, I meant it."

"I thought it was mature of Nicky having said that," Dorough adds. "There's always going to be some competition, whether it's friendly or not, but sometimes I think the media make it out to be more than it is. Every time we've bumped into 'N Sync and all the other groups, they were very cordial. Everybody is doing their own thing, and you've got to respect that."

But aren't some of these acts just doing your thing?

"Or they were trying to do their own thing," Howie adds.

The evening become a celebration of pop's changing of the guard. 'N Sync present Britney Spears with the Female Artist of the Year award, and BSB pick up the evening's last honor, Artists of the Year. Later, Nick Carter is asked which honors he still aspires to win.

"The past couple of award shows that we've been to, we see the lifetime-achievement award being given," he admits. "This is one of the things I would love to have."

He is nineteen years old.

What the Backstreet Boys are selling - and selling in massive quantities - is what Motown once called the Sound of Young America. Except that this is the sound of a new young America, for whom a classic Motown act would be Boyz II Men.

At first it seems surreal - is that the right word? - that the Backstreet Boys should take their place in the ROLLING STONE Readers Poll winner's circle in the company of Korn and Limp Bizkit. Ultimately, though, boy bands, guy rock - what's the big diff? "We're all out there making music," says Howie. In fact, for more than a year, Backstreet Boys have shared a management company - the Firm - with both Korn and Limp Bizkit. "The guys are really cool," says Howie. "Very cordial, respectful - it's been good, even though we were stepping on their turf."

Backstreet Boys have changed the pop turf dramatically, creating a territory where music has become a theme park of the year - a irony-free zone that offers young musical entertainers a place to join the machine rather than rage against it. Three years after they first broke in the U.S., the Backstreet Boys now find themselves bigger than ever - a remarkable achievement, considering that the life spans of youth-oriented acts are traditionally measured not in years, decades, or centuries, but in lunchbox seasons. Once dismissed as a marketing creation, the Boys have thrown off the team that gave them their start - and that tried to tell them how to dress and act. They've begun calling their own shots, and calling them right. These days they're even getting some respect for their trouble. It was not always thus, particularly when the group first emerged, in the late days of grunge.

"In the beginning, we took a lot of crap from people," says McLean, the Boy with the most freewheeling, B-boyish style. "They looked at us, saw the image and said, 'Here we go again.' Once we proved ourselves a little bit, people started to listen to the music, and that's what it's all about. It's not about the image.

"I'm the proudest of the fact that out of all the crap we've been through - the change in management, the situation with [former Backstreet Backer Lou] Pearlman and everything that happened to us in the hellacious year and a half - we still came out on top."

"We had to break down doors to get people to play our music, play our videos on MTV," Richardson remembers, looking characteristically intense. "People didn't want to embrace us - I think New Kids on the Block left a bad taste, particularly in America's mouth. But New Kids never claimed to be a vocal group - they were entertainers. We're a vocal group. We'd like people to look at us like Boyz II Men or New Edition, only we're white."

Richardson feels as though, paradoxically, the race card hasn't always played in the group's favor. "It seems like to me that if we were five black guys, people would've give as hard a time," he says.

Might they also not be selling a dozen million or so albums at a time?

"Well, I don't know," Richardson says, pointing out Boyz II Men's multi-platinum numbers. "Because Caucasian is the majority in this country, if were black, we probably wouldn't sell as many, and that's a sad fact. But it frustrates me that because we're white, people will assume, 'Oh, man, they ain't really singing.' A lot of people want to discount us. Because unlike a rock band or a garage band, they don't think we paid our dues. A lot of people don't know we've been together for seven years. We weren't playing bars, but we played high schools all over the United States. High schools aren't bars, but teenagers are tough crowds, man." Other musicians are less of a problem. "It's nice to see Puff Daddy giving us props, Dr. Dre giving us props, Madonna giving us props," Richardson says.

Before there were any props, there was Orlando, Florida, 1993, and an open audition organized by local businessman Lou Pearlman. Pearlman - whose varied holdings have included charter planes, a travel agency, and Chippendale's clubs - leased the New Kids a private jet at their commercial peak, and hearing of their riches inspired him to go for a piece of the action. In doing so, he tapped into an endless supply of young showbiz hopefuls drawn to Orlando by the opportunities in the theme-park capital of the world. Signing on to help with Pearlman's long-shot endeavor were Donna and Johnny Wright, the latter a one-time road manager for New Kids on the Block.

From the local talent pool came Richardson, McLean, Dorough, and Carter. In search of a final member, Richardson dialed up his cousin Littrell at his high school in Kentucky. "It was April 19th of 1993," Littrell remembers, his lilting Southern accent still strong. "He called me in my U.S. history class. It was the last hour of my junior year." The next morning, Littrell was on a flight to Orlando.

While their casting-call beginnings make the Backstreet Boys look prefab, there was actual history between some of the members. For example, Dorough remembers meeting AJ at "some Latin talent show. I think I was sixteen and he was, like, twelve. AJ did this little puppeteering thing to 'Opposites Attract', by Paula Abdul. Then I kept bumping into him at, like, auditions for movies and commercials, and stuff. All I could remember was him having this jean shirt, these pants and a tie, and a little briefcase - a little nerd. I remind him of that, and he reminds me of my Z. Cavaricci's - these big, baggy M.C. Hammer pants I used to wear."

One of Dorough's college classmates, Chris Kirkpatrick - later a member of 'N Sync - wanted to become a Boy, but he didn't quite have what they were looking for. "Chris was always like, 'Why didn't you ever ask me?' but then we already had a similar look, and we wanted to get a little more blondness in the group. We didn't want to be, like, four black-hairs and a blond."

Whatever the hair-color particulars, the Backstreet strategy worked, albeit at first only in the overseas markets. That was fitting, since the Backstreet Boys records were cut in Stockholm with producer-writers like Max Martin and Denniz Pop, who'd already tasted international success with Ace of Base. The tracks sounded like world-class pop. In America, however, the Backstreet Boys were lost amid the grunge and gangsta rap that still dominated the scene in 1995. So they spent two years touring (and selling) in Europe. Then, in 1997, they began to break in the U.S., winning the hearts and minds of the younger siblings of Nirvana and Dr. Dre fans. Suddenly, pop-y hits like "Quit Playin' Games (With My Heart)", "As Long As You Love Me" and "I'll Never Break Your Heart" took hold of the airwaves and never let go.

Richardson is proud of the unpretentious nature of the music: "Everybody's trying to preach. All we're trying to do is make pretty love songs for guys and girls to slow dance to, up-tempos to make you dance, and mid-tempos for in your car, to make you forget about the traffic. It's entertainment. It's fun."

It wasn't all fun, however. They worked at a furious pace, and there were control issues. As McLean recalls, "In the beginning, it was all this puppet crap, like managament saying, 'No facial hair, no earrings, no girlfriends. If you do have one, you don't ever say you do.' I think the fans actually gained more respect for us for being honest.

Before long, Pearlman and the Wrights sought to repeat the Backstreet Boys' success with 'N Sync, essentially creating their own teen competition, a decision that caused concerns within the Backstreet ranks. The concern grew as the full picture of the deals the Boys had signed with Pearlman's Trans Continental company began to come clear. With the Backstreet Boys riding high, the group decided to split with Pearlman and the Wrights, kicking off a protracted legal battle. In a lawsuit filed in May 1998, the Boys claimed that Pearlman and company had kept approximately $10 million in recording and touring revenue since 1993, while the Boys had split a grand total of $300,000 - which works out to a paltry $12,000 a year per member.

"One of the Temptations have me the best advice I ever got in my life - that show business is two words," Howie recalls. "He said, 'You've got to watch the business, because while you're on the show, somebody could be taking off with your business.' I wish I'd opened my eyes a little bit more, but sometimes in the beginning stages you are just so blind." The realization, Howie says, came gradually - "seeing, little by little, other people were prospering more than us."

"I was the one that started the whole combat," says Littrell. He called a lawyer and the ball was rolling. At first he figured it would lead to a fair renegotiation. It didn't. "Money causes people to do strange things," Littrell notes sadly. "I remember looking one of our managers dead in the face, saying - this was before the heart surgery - 'Do you look at me as a pile of money?' He told me, 'No, no, no.' But when people don't even care when they find out you have to have heart surgery and they want to schedule tours and they make you reschedule your heart surgery, too - I was right."

In the liner notes of the Backstreet Boys first release in Europe, Richardson wrote that Pearlman - who often said he likes to be called Big Poppa - was "like a second father" to him, making such ill will even more painful. "He totally deceived me," Richardson says.

"I just wish Johnny and Lou could have been honest about everything," says Kevin. "We just really learned it's about money. It's 'We're a family, we're a family, we're a family,' then you find out, 'It's about the money, it's about the money, it's about the money.' Everybody thinks we're loaded. Well, got back to the archives and find out what the percentages were with Trans Con, Mr. Pearlman, and Mr. Wright. It's pretty sickening."

With statutes of limitations looming, the Backstreet Boys filed a lawsuit and a month later headed to Stockholm to record Millennium, their future suddenly looking more cloudy. "We had no management, no guidance, and we were just in limbo," McLean explains. "We were kind of hanging in the wind and didn't know where to go. We grew up the most during that period and got the closest."

Pearlman admits that he profited greatly, but not, he says, inappropriately. He maintains that he put up $3 million to form this group. "With all the money and all the risk that I put up... well, if it was all about money, I could have put my money in Microsoft or America Online and made quite a bit there, too. It was not just the money - to me they were like five sons." As for the imbalance in earnings, "The numbers presented were accurate at the time they filed the legal action," Pearlman says. "But there were moneys coming through the pipeline that were substantial, millions of dollars that they received and were going to receive. I can't believe 'N Sync or Backstreet would say they could have done it without me. But you had people getting in their ears and telling them stories and pounding away at them until money takes over. It's painful for me to see outsiders dragging them into the mud, taking these nice kids and polluting their minds with dirt."

After considering numerous management options, BSB settled on the Firm. Still, there were doubts within the industry about the Boys' long-term prospects. "If you look at it mathematically, the likelihood of sustaining a career in the long term is low for anyone," says the Firm's Michael Green. "Of course we encountered that with the Backstreet Boys, but what we identified immediately was this unique gift. Collectively, they are one beautiful instrument. They are - to coin a pun - very in sync."

With the Firm, the group's financial picture has improved considerably. "The gift-giving budget has definitely increased," says Howie, though he adds, "We are constantly paying for our old mistakes."

This year, 'N Sync followed in the steps of the Backstreet Boys again, also breaking with Pearlman. (They quickly signed with BSB's label, Jive, prompting threats from the Backstreet Boys to leave the label - a beef that's since been settled.) "I felt sorry for them," says Dorough. "It's not exactly the most comfortable situation. When you're in the public eye, everything gets out - the good laundry and the bad, the dirty laundry. I think they were living in an even worse situation than us."

Today, though, he strikes a healing tone: "I personally thank Lou for what he's done for us. At the end of the day, if it wasn't for him, this probably would not have been able to go as far as it has."

Indeed, this particular success story has gone further than anyone could have logically expected. To hear the Boys and their new managament tell it, it has a lot further still to go.

"The Beatles started this," says AJ. "They were actually the first boy band, and then, nowadays, in this whole Nineties genre, it was us. We came out balls to the walls, put our foot in the door and then walked right through it. We became leaders... As long as we stay one step ahead, and we stay leaders, hopefully we will always be on top."

The day after winning big in Vegas, the Backstreet Boys travel to Los Angeles to film the third video from Millennium, "Show Me The Meaning Of Being Lonely." What this effectively means is that they will be spending their time venturing back and forth between their temporary home - a ritzy, intimate, five-star hotel Beverly Hills hotel - and their video location - a scarily seedy hotel in downtown L.A. where a single room will set you back all of $11.99 a day, $17.75 with bathroom and TV, though a sign in the lobby warns, NO PILLOWS, NO TOWELS.

"There's a lot of crack addicts walking around," says Richardson. "I think a couple of them recognized us. Last night at, like, four in the morning, when Brian was shooting, somebody threw a mayonnaise jar out of the top floor because of the noise. That would be one of our non-fans."

The idea for the video is that each Boy has his own scenario that relates to the theme of loneliness, then they all come together for a grand climax. Howie's section plays off the loss of his sister to lupus. "I feel comfortable because everybody knows about the whole situation," he says before heading off to shoot his scenes. By being open about her death and creating a foundation in her name, "I'm trying to turn a negative into a positive," he explains. In Kevin's scenario he reflects back on his father. "I lost him to cancer in 1991," he says. "We wanted this video to be a little more personal. In the video, I'm sitting in a hotel room, watching me and my dad." Other sections seem less personal - AJ will be "looking through a telescope that has kind of like an apocalyptic feel. An end-of-the-world type thing."

While it's not the end of the world, things do get a little dicey in the wee hours as the Boys shoot a scene in which they stride dramatically along a wet, smoke-machined actual back street. A plastic shampoo bottle comes down and busts near AJ - soon followed by a brief, spirited upstairs-downstairs arguement.

After the pelting incident, Kevin nonetheless spends the first part of his dinner break signing autographs and having pictures taken with the crowd. The group includes some intrigued locals, including an upset woman who says a piece of machinery is covering her personal piece of the sidewalk, as well as some folks who look like they don't spend much time in this neck of the woods. Foremost among these is a clean-cut group that's come all the way from Long Beach on a tip from the hotel's owner. These kids wait patiently in the cold night, supervised by a sympathetic, formerly Bobby Sherman-loving mom. They include Devin, who's eleven and always being told he looks like Nick, and Amy, who's twelve but already decided she wants to marry Brian.

Inevitably, as is the case anywhere the Boys tread, some fans go away empty-handed or unhugged.

"We can't give back as much as we'd like to because of how crazy things are," says AJ. "We can't always be face to face with the fans, not because we don't want to, but because it's not safe for the fans or for us.... We're doing the best we can."