'Baby One More Time' Video Director Nigel Dick on the Iconic Video 20 Years Later: 'It's All About Britney'

“She just [said], ‘Put me in a classroom with some cute boys. And I want to dance.’"

Twenty years ago this month, Britney Spears released her epochal debut single “...Baby One More Time.” This week, Billboard celebrates the pivotal pop classic two decades later. Here, we talk with Nigel Dick, director of the inescapable "Baby" video, about some of the less-shared stories behind some of the clip's many memorable moments.

Britney Spears’ video for “….Baby One More Time” has nearly 368 million views on YouTube. It’s a safe bet that none of those views come from the clip’s director, Nigel Dick.

It’s not that he isn’t fond of the now-iconic clip for Spears’ first single, which celebrated its 20th anniversary on Tuesday (Oct. 23). It’s just that Dick, who's directed more than 400 videos, has no desire to look back. “I love it. I was there on the day,” he shrugs. “People say, 'Do you know...? And this bit happened…?’ And it's like, ‘Yeah, I fucking directed it. You don't need to tell me what's in it.’”

Shot at Venice High School in Los Angeles over three days in August 1998 for $300,000, the legendary music video set Spears, then just a 16-year-old a couple of years removed from The Mickey Mouse Club, on her way to superstardom. Clad in a not-that-innocent school girl uniform, Spears prettily pouts for the camera, her expressive brown eyes filled with yearning for the boy that got away. Spears premiered the video on MTV’s Total Request Live in December, and music video history was soon made.

Though the image of Spears in a short blue skirt, a tied-up white shirt revealing her midriff and thigh-high socks in the school hallway is seared into most people’s brains, the clip has several other memorable sequences, including scenes on the school terrace and in the gym. The concept, of a girl daydreaming in class and longing for the boy she lost, was developed from an idea Spears had after Jive Records rejected Dick’s original treatment -- which he declines to reveal, preferring to save the story for a book he’s writing.

“The label just rang me and said, ‘Look, this isn't the idea we want to do, but Britney has an idea. Why don't you guys get on the phone?’” he says. “I had a momentary hissy fit about why should I be on the phone with a 16-year old girl? And then you just have a moment of realization -- that she probably understands her market better than I do.” Dick also admits his attending an all-boys U.K. boarding school left him ill-equipped to replicate the American high school experience. “She just [said], ‘Put me in a classroom with some cute boys. And I want to dance.’ You go, ‘Okay,’ and then you just flesh it out.”

Dick, who had directed such clips as Tears for Fears’ “Everybody Wants to Rule the World” and “Head over Heels”; Guns N’ Roses’ “Sweet Child of Mine” and “Paradise City”; and Oasis’ “Wonderwall,” was an MTV fixture renowned for his work with rock bands before crossing paths with Spears. His colleagues even advised him to pass on directing a clip from the new pop ingenue, fearful it could damage his reputation. “Their advice was work with established artists, and without being pompous about it, I just tried to always be open,” he says. “If I like the music and I'm going to get paid for doing it, I'll do it. I've done so many things where people have said, ‘You shouldn't do it,’ or the artist was unknown or difficult or whatever, and it turned out to be very important to my career.”

Despite his current (and realistic) fear that “when I die, people will say, ‘The guy that did Britney Spears videos is dead,'” Dick good-naturedly discussed in detail -- with near perfect recall -- the making of the classic clip with Billboard in September over coffee in a cafe in Los Angeles. He declined, however, to watch the video again: “I don't want to be that guy at the bar saying, 'Do you know I was the bloke that did this?’ I'm still working. I want to look forward.”

Meeting Britney: “She was very bubbly, she was very open. It was a very brief meeting in New York,” Dick recalls. “I had no idea what the Mickey Mouse Club was, because even though I'd lived here at that point for probably 10 years, I had better things to do than watch kids programs. So it wasn't till she became quite successful that people said, ‘Well, she knew Justin [Timberlake] in the Mickey Mouse Club and Christina Aguilera.’ And then you find out it was basically a school for young showbiz kids on some level.”

Dick credits her Disney training with her seasoned work ethic. “That explained to me why she was so accommodating at that young age,” he says. “She knew she needed to rehearse. There were no complaints. She was very professional. That had a big impact on the start of her career, and she'd obviously had years of training to get to that point.”

That Uniform: “I was told at the time no piece of clothing in the entire video cost more than 17 bucks -- it was all from Kmart,” Dick says. “I got the wardrobe person to come to the set with a bunch of jeans, sneakers and t-shirts. Britney just turned around and said, ‘Well, shouldn't I be wearing a school girl's outfit?' And I'm like ‘No!’” he recalls, forming a cross with his index fingers.

Not everyone shared his viscerally negative reaction, however. “My producer and the executive producer from the label -- who are both women -- go, ‘No, I think that's a really good idea,’" he says. "Music mags said this artist was conceived by a bunch of dirty old men in a conference room wearing raincoats. Which, in my experience, was not how it occurred at all.”

Location, Location, Location: After scouting several schools, Dick selected Venice High School, which had already achieved fame as the school where Olivia Newton-John and John Travolta filmed the classic movie musical Grease. “Summer school was in session. The first thing we shot were the shots of Britney in the car and the covered luncheon area,” Dick says. “The next day we did the gym, and the final day we did the classroom, because that was a weekend by that point and there was nobody there. The most shocking thing about looking for locations was we had difficulty finding a hallway with lockers in it, because most of them had been removed or welded shut so that kids would not bring guns to school.”

The most complicated shot of all? “Probably her dancing in the [corridor] because you can't get around the side,” Dick continues. “It's like looking down the barrel of a gun. Having the camera three feet on either side is not really gonna change the angle that much. Everything is looking at the front. [It’s] not complicated, but you go, ‘Okay, I'm constrained here. How am I gonna get the coverage I need to get?’ Just a practical filmmaking thing. The beauty of the video on some level is there's nothing fancy about it. It's very… ho-hum isn't quite the word, but it's very ordinary on some level, which is I think, one of the reason Britney shines -- because it's all about Britney.”

Flipping Out: Spears’ two impressive back flips during the terrace segment were her idea. “I remember saying something like, 'Do you need a pad?' If I'd been a parent she'd have gone, 'Dad!' No, she could obviously do it,” Dick says. “I was like, ‘All right, go for it!’ That’s the beauty of working with somebody who's 16. They've got boundless energy. It's not like somebody comes up to me after a first take and puts a hand on your shoulder and goes, ‘Just so you know, I only got three more takes in me.’ No. That's the glory of working with young people.”

Family Ties: Spears’ love interest, who is seen only briefly in the gym as they exchange glances, was her cousin Chad. “She said, ‘Can my cousin be the guy?' I said, 'Sure, why not?’” Dick says. “It's like, ‘Okay, that's another decision we don't have to make. Moving onto the next one.’ Because shooting any job, however big or however small, is a combination of 10,000 decisions. It's a glance. He glances back. Next. Don't turn it into Gone With the Wind.”

Missed Shot: During the gym scene around the 3:09 mark, a student wearing a basketball jersey with the number 91 makes a dazzling twist toward the basket -- and misses the shot. “He's probably in his 40s now, going, ‘I’m the guy who missed the fucking [shot]’,” Dick says with a chuckle. “I can't remember if he just couldn't do it or if I picked the one where he didn’t do it. But that's real life. They're not all LeBron James.”

Miss American Dream: “It's really about the song and about Britney -- I had my part in it, but I would be a fool to go up on a podium and say, 'Without the video I made for Britney…,’” Dick says. “The thing that made me the happiest was that immediately after the video was done, a number of people said, ‘That really reminds me of what it was like to be in school,’ except there was no dancing. And having never been inside an American school as a schoolboy, my entire experience of American school life was from movies; to recreate a life experience that everybody I meet in America has had… job done.”

Oops: Dick and Spears worked together again on the clips for 1999's “(You Drive Me) Crazy” and 2000’s space-themed “Oops!…I Did It Again,” which featured Spears clad in an unforgettable red leather bodysuit. As grown-up as that ensemble was, it has nothing on Britney’s original wardrobe choice. “She walked on set wearing a [revealing] outfit, and I just turned to the manager and the label [rep] and said, 'Are we absolutely sure this is what Britney should be wearing?' I got them to dial that outfit back,” Dick says. “Whatever it was, which I don't remember now, was very, very overt -- and at that point I said, 'I just don't think this is appropriate for this artist at this stage of her career. She's racing ahead of her audience.’”

“Oops” was the last video Dick directed for Spears. To this day, he doesn’t know if it was because he voiced his objection to her outfit, or for some other reason. “I'm sure there were a number of other factors, but subsequently, you go, ‘Well maybe that had something to do with why we never worked together.’ You don't know,” he says. “The last time I saw Britney was [after] having cut ‘Oops!…I Did It Again.’ She was rehearsing for some TV show in The Valley, and I went over with [the finished video] and showed it. I walked away and have never seen her again.”