O-Town Discusses Why the 'All or Nothing' Chorus Was an Instant Classic: 'It Has an Awesome Key Change'

Erik-Michael Estrada, Dan Miller, Ashley Parker Angel, Trevor Penick and Jacob Underwood of O-Town photographed in 2001.
Tim Roney/Getty Images

Erik-Michael Estrada, Dan Miller, Ashley Parker Angel, Trevor Penick and Jacob Underwood of O-Town photographed in 2001.

In July 2001, just as the "boy band renaissance" of the late '90s and early '00s was quickly winding down and *NSYNC released what would be its final album together, one Making The Band-made band, O-Town, came through and delivered what could be considered a parting shot of the era. Even if debut single "Liquid Dreams" made you skeptical of the reality-show group, there was no denying that the band's second single, "All or Nothing," was immediately a step up. Their biggest hit to date, a power ballad that peaked at No. 3 on the Billboard Hot 100 chart and at No. 1 on the Mainstream Top 40 chart, is now one of the most iconic modern boy band singles.

Sixteen years later, four of the five original O-Town members continue to make new music as a group, but even still they love paying homage to the song that changed everything for them. As Billboard celebrates the best choruses of the 21st century, we sat down with O-Town (Trevor Penick, Jacob Underwood, Dan Miller and Erik-Michael Estrada) to discuss the history of "All or Nothing," and what made its chorus so memorable.

What does “All or Nothing” mean to you guys today?

Penick: That song probably means more to us now than when it was No. 1, just because of the way it makes us feel and makes the fans feel when we perform it live. As soon as it starts, everyone screams. At the end, when everyone’s belting the chorus out, it’s the best moment of the show.

Underwood: The common thing we get asked about that song is, “How sick are you of singing that song?” It means so much to us, 17 years into this career -- basically that song has kept us relevant. I get emotional about it, honestly. Standing there [onstage], you hear [fans] screaming it back, I’m looking at my boys and I’m like, “We’re almost 40 and we’re still doing this” [Laughs]. And they’re louder now than they were back then.

Miller: You know why they’re louder? Because it’s a great song to sing drunk. And now they can all drink. [Laughs.]

Did you think there was something special about the chorus when you first heard it?

Underwood: Absolutely, when we first heard it. Clive [Davis] was still trying to get to know us and where our sound was, at the same time what he thought we’d be successful doing, and he brought “Liquid Dreams” and “All or Nothing” to the table right away. And “Liquid Dreams,” we weren’t sure if we were on the same page together with him. And then he plays “All or Nothing,” and I think all of us were happy to get the chance to sing that song. We knew that that was going to be our song.

Penick: And we heard it with just the piano and a vocal. After it was over, we all just kind of looked at each other and we were like, “We’re gonna get to sing this?”

What about it specifically caught your attention?

Underwood: There’s certain songs that writers, like Adele, just say something so perfectly, and you’re like, “How come I couldn’t say that? It’s a simple line.” And that is what that song is, to say, “I want it all or nothing.” I think we’ve all said that in a relationship, or had that same feeling. And when somebody writes the song, you’re like, “How have we not written that before? How has it not been a song before?” To us, at least, it was an instant classic because it worded everything so perfectly -- the music matched the emotion. What’s funny is that some people just listen to “All or Nothing,” just the [chorus], and we have people coming up saying it’s their wedding song and we’re like, “You know it’s about a breakup, right?”

Estrada: I also think that it’s a moment, because it was the last big boy band song of that era. And it sort of encapsulated the time period, because shortly after that, people don’t even talk on the phone anymore. So the line “One simple telephone call, you leave me here with nothing at all,” that’s not even necessarily the case anymore – there are so many other ways.

Miller: And even beyond all that, it has an awesome key change.

Underwood: When key changes were still used!

Penick: It did everything a key change is supposed to do.

Miller: The key change gets you.

Estrada: It’s the song that you cannot sing unless you double fist, close your eyes, pull your elbows down, stick your chin up in the air – that’s what the song does, even for us.

I assume you’ve heard it in public once or twice?

Miller: I hear it all the time in the grocery store. At one point I even asked the checkout guy, “Hey, would you believe me if I said this is me singing this song?” and he’s like, “Naaah.”

Underwood: I wouldn’t either! “Will that be credit or debit?”

How does it feel to be voted into the Top 20 of the 100 best choruses of the 21st century?

Estrada: We know that there’s going to be someone who’s like “Why is that there?” But to be on a list of the best hooks of the 21st century... the hook is the biggest part of the song. As Quincy Jones said it, “There’s nothing more important to a song than the melody.” And the melody of the hook is the most important part of that.

Underwood: When the words can marry the melody as perfect as they do in that song, it’s a special thing.

Is there another O-Town song you would’ve put on this list instead of "All or Nothing"?

Collectively: Nah.

Underwood: I don’t know guys, “Liquid Dreams” is pretty deep.

Miller: The only other song I can think of is “I Showed Her,” which was on our second record. It was a single, but it’s not even close to what “All or Nothing” was.

Estrada: For us to be included on the list makes this whole thing more important.

Do you guys have a personal favorite chorus of the 21st century?

Miller: The Adele one, the one where she’s crying… “Someone Like You”!

Underwood: “Can’t Feel My Face” is probably up there.

Penick: “Ignition (Remix)”.

Estrada: “Uptown Funk!”