**An insider's guide to the making of Millennium- and how these five Boys became men in the process.**

When you've sold 28 million albums, performed live for more than three million fans, led the current resurgence of pop music, and pried opened formerly nailed-shut doors for countless boy bands, what do you do for an encore? For starters you name your new album after the biggest thing to happen in, well, a thousand years: Millennium.

"We set ourselves up for a pretty good sophomore slump," jokes Backstreet Boy Brian Littrell, 24.

On a warm, mid-March day, Brian and his band mates- cousin Kevin Richardson, 27; Nick Carter, 19; Howard "Howie D." Dorough, 25; and Alexander "AJ" McLean, 21- are lounging in the Orlando Hard Rock Cafe's "Lennon Room," a furry-carpeted space set aside for famous visitors. The five seem to be enjoying their final weeks of rest. Soon, Backstreet mania will be in full swing again: They're off to promote Millennium this spring, and to stage another BSB concert extravaganza internationally this summer.

Truth be told, Backstreet's barely been away long enough to be considered "back". At the time of this interview, their current single, "All I Have To Give," was still in the Top 10 on Billboards Hot 100, and the video is so popular that MTV's Total Request Live recently forced it into retirement. However, it has been three long years since they recorded their last full album. (Their 1997 American release, Backstreet Boys, contained mostly older selections from their European disc of the same title.) On the musically mature Millennium, fans will definitely notice the growth- lyrically, vocally, and musically.

In turn, the Boys will notice that the competition for America's attention- and weekly allowance- is fiercer than ever. Just check out the viewer countdown on Total Request Live, with its daily duke-out of teen-oriented talent, ranging from *N Sync and Britney Spears to recent additions (albeit former New Kids on the Block) Joey McIntrye and Jordan Knight. Are BSB nervous about re-entering the fray? Maybe, but they certainly aren't letting on.

"We've had so much success on the first album, [it] set us apart from everyone else," Brian says confidently. "We're thankful we came first, but everyone that came behind us.... we did a lot of opening doors [for them]. I think we'll continue to do that with this album.

"We were in a great situation," he continues. "As artists, we had time to sit and focus on what got us to where we are at today, and that's working hard in the studio and making good songs. It's not doing a movie together; it's not doing a pilot for a TV show; it not doing all the side things that come along with success," says Brian. "Bring in the millennium. Bring in the Backstreet Boys. How else would you want to bring it in but with a slamming record?"

In May 1998, while Brian was recuperating from heart surgery, his band mates were embarked on the new project, splitting up to develop songs on their own with the help of a select group of writers and producers. After what Kevin describes as their "writing trips," the Boys regrouped to select the songs that would make the final cut.

The process was especially meaningful to Kevin, who wrote and even played piano on some songs, including the plaintive "Back To Your Heart," about which he'll only say, "That song is about somebody." But if he's not forthcoming about that song, he's positively garrulous about the album's attitude-heavy "Don't Want You Back," which kicks off with the most un-Backstreet of lines: "You hit faster than a shark attack/You saw my picture on the Backstreet's Back."

"There's a genuine fear deep down in all of us," Kevin begins, "of why someone's talking to you, and why someone's interested in you. Is it because you're Kevin or Brian, or is it because you're in a group called the Backstreet Boys? And not just in dating, but in friendships and in business, too."

When they were on the road last year, playing five or six concerts a week, the guys ran into that problem almost daily, according to AJ, who says the hectic lifestyle made him "eat, drink, and sleep Backstreet Boys."

"You couldn't even walk out of your hotel room on a day off and actually not be 'AJ' for the day," he says. "It's like you're always in character. You're always in the public view. God forbid you do anything wrong and somebody sees you. It got tedious."

Tedious, yes, but a learning experience, says Brian. "You have to wake up and realize that you can't live your life worrying about what everybody thinks, you know?"

After the tour, the quintet began the daunting task of making a record that inevitably would be held up to their incredible previous sales success. They turned to Swedish songwriter Max Martin, who, since he last worked with the Boys, had become the hit-maker with the Midas touch, producing smashes for Robyn, *N Sync and Britney Spears. "The last album was so huge, so all the [new] songs had to be hits basically, and that's not easy.," says Max, speaking via telephone from Sweden. "The pressure is here; you just can't touch it. You really can't talk about it, because that will make them [more] nervous."

In addition, Max would helm the BSB project without his producing partner, Denniz Pop, whose untimely death last year from cancer at age 35 still hangs over both Max and the group. The lingering sadness is captured on the album's most heartrending ballad, "Show Me The Meaning....," Pop's final composition. "I personally have strong feelings for [that song]," says Nick wistfully. "Even though it was written before Denniz's passing, if you really listen to the words, you can picture the way Max Martin is feeling about the loss of one of his best friends." He recall how, while they were recording it in Sweden, "the vibe was weird. I believe [Denniz] was right there next to us, producing."

healing process
Actually, much of Millennium, says Kevin, "is about loss. We've had a lot of loss in the last year. Howie lost his sister [to lupus]. Me and Brian lost our grandfathers. We lost Denniz. It was a hard time for us mentally and physically. People don't realize it."

"What's funny is that it made us mature," continues Howie, ever the optimist, who believes the tragedies have made them better artists. "When you sing, you project, and feelings come out." And Max couldn't agree more, saying of Millennium, "I've never been so happy with an album."

Something that never fails to lift the Boys' spirits is their fans, who get a big thank-you in the form of Millennium's energetic "Larger Than Life": "Everytime we're down/You can make it right/And that makes you larger than life." Borrowed from an old slogan used by the band Kiss, it was suggested by AJ for the album's title, but "we thought that it might be taken the wrong way- like we're larger than life. Egos flying!" says AJ.

Look for "Larger" to be a show-stopper when they embark on a US tour in September. "We're going to have the funding to put on the kind of production we've always dreamed of," says Kevin. "If someone's never been to a concert before, [it'll be] something they'll never forget. If they have, it'll be the best one yet."

And don't be surprised if the tour bus has Millennium set on repeat in the CD player. "Howie and I were joking yesterday that this is the most I've listened to our stuff since the beginning," says Brian. "It's stuff we really want to listen to, stuff we have a desire to listen to. It's a step in the right direction."

-By Lori Majewski
Teen People (June/July issue)