'Pop-Up Video' Co-Creators Detail How 'Demythologizing the Rock Star Image' Rejuvenated Music Videos & Saved VH1

Thompson and Low started their own production company, Spin The Bottle, after working together on Brandon Tartikoff's late night talk show Last Call. When they weren’t brainstorming show ideas, Low would meet up with his friend -- who worked as Mariah Carey’s stylist at the time -- and share horror stories of the diva’s antics on music video sets. That popped an idea into Low’s head: What if there was a show that exposed behind-the-scenes details of music videos while people watch them? And behold, Pop-Up Video was born.

In a time when the Internet was in its infancy, Low, Thompson, and their Pop-Up Video staff managed to find some of the most revealing tidbits about the music industry’s biggest names (Billy Joel’s addiction-revealing car crash, TLC’s inability to swim, etc.) and use the music videos to tell those stories -- via text bubbles that would bloop on screen for mere seconds at ta time, often interacting and expanding upon what was concurrently happening in the video. While many of the stars and their teams may not have been so happy about Pop-Up Video’s witticisms, the show renewed interest in both music videos and a fading VH1.

Pop-Up Video ran from October 1996 through August 2002, with an attempted revival in 2011 that only lasted until September 2012. With a total of eight seasons to its name, Pop-Up Video remains an undeniably iconic pop culture phenomenon that pre-dated both Wikipedia and TMZ for a source of pop celebrity trivia and gossip, inspiring several pop-up copycats on commercials and episodes of popular shows -- while also paving the way for another VH1 hit, the deep-dive biographical series Behind the Music.

In celebration of Billboard’s Music Video Week, we chatted with both Tad Low and Woody Thompson to get the full story on Pop-Up Video’s creation, who offered the best celeb scoop, and why the show came to an end -- but also, how there’s still a Pop-Up potential in today’s music video world.

“There was room for something smarter on television."

Low: Everyone was abandoning music videos at the time, and mostly because there was no arc. The thing with music videos is you might like one artist, but you're not gonna necessarily like the music video that follows.

Thompson: VH1 at the time was like this sad, older stepchild of MTV. It was like a nothing channel of Viacom, and it was playing the lamest of the lame. MTV has all the music videos, they had all the cool VJs, and they were playing breaking hits that you would actually hear on the radio. VH1 was like tooling around with cool jazz and it was basically 'the channel of least resistance' at the gym, because it was nothing to offend. It was like Gloria Estefan, Boyz II Men, Kenny G. It was just background.

Low: I did think there was room for something smarter on television. VH1 was airing a lot of re-runs of Dick Clark’s American Bandstand. They were being kicked off of a lot of cable systems at the time too. We always use the “Wounded wildebeest rule” from Wild Kingdom -- if you’re a cougar, always go for the wounded wildebeest because you have a better chance of catching it. VH1 was certainly the wounded wildebeest.

Thompson: We were two kids who were desperately trying to get a show on the air and we felt like we had one shot. We had been everywhere else, we couldn't sell shows and VH1 was giving us a real problem and they needed a solution. So, how do we capture our tone and creativity and satisfy this really stupid mandate that they have of playing music videos?

“I always called it the anatomy of a rockstar's head exploding.”

Low: I had this friend that was Mariah Carey’s stylist, Tonjua Twist. She and I would meet for margaritas at the Cowgirl Hall of Fame frequently and she would basically regale all these ridiculous stories on me about Mariah. On the "Fantasy" set, there was this little chubby girl on roller skates, eight years old, just part of the background B-roll. And Mariah thought that the little girl was too cute, so she had her replaced. Story after story like that. People would be like, “Mariah, would you get in the swimming pool? We need a quick shot.” She wouldn't get in until the pool had been drained, cleaned, refilled with fresh water.

And then you watch a music video by Mariah Carey, kind of boring -- yeah, she would do her high pitched squeals, but I realized if we could add another layer on top, how much more interesting it would be? That was the genesis of the show.

Thompson: I was an art director in music videos and could back up the fact that these videos were so, so screwed up, and a product of the lowest of the low in the film industry meeting the lowest of the low in the music industry, and in 24 hours trying to make art. It was all just kind of happenstance. The artist usually showed up late, and then you had two hours trying to shoot something that nobody had approved.

Low: The television landscape was kind of deprived, at the time, of something smart where you finish watching and you don’t feel depleted and depressed, you feel engaged and energized, like you were smart enough to get all the jokes and you were sort of in on it, and you had a group of friends in New York who enjoyed watching and poking fun at music videos as much as you do. It was just a cheap and easy fun way of annotating their bread and butter, which was music videos. I always called it the anatomy of a rockstar's head exploding.

Thompson: Those scenes that we're all familiar with, we wanted to change the way you watched those videos forever.

“That’s the dumbest idea ever.”

Low: We got a lot of resistance from VH1. They owned Blockbuster video at the time, so they knew no one rented foreign films because no one wanted to read the TV. They were like “You're gonna put words on TV? Thats the dumbest idea ever.” We're like, “It’s gonna be like the words you read on the back of a cereal box.”

Thompson: We were like, "This is not follow the bouncing ball! We're not going to put paragraphs on the video." We're gonna tell you stories that are really interesting and in like, 4 seconds. We're gonna string one pop to the next and before you know it, we'll get you to sit through a video you never wanted to sit through.

Low: The business, at the time, was pre-TMZ, the media outlets and the press reps for the artists had a very cozy relationship. Nobody said anything bad about anybody, it was all just regurgitation of press releases. Mostly because you wanted the artists to participate in your other shows. There are definitely people at VH1 who treated artists sort of reverentially, like gods -- God forbid you say anything bad about Bruce Springsteen, you know? I’m impressed with their talent and songwriting skills, but music was never that important to me, so I think that allowed me the ability to feel less constrained in having an honest take on the whole endeavor.

Thompson: The first guy that produced the show for us came out of the VH1 library. He was the head of the library, and it was very hard to get videos out of the library, so that was our angle, that we use the librarian as a producer.

Low: Paul Leo! He was stuck down there in this cavern of dusty old tapes. We knew there was something great about this guy -- he had a great sensibility and he also had a great knowledge of music videos and to gain him the head writer position, it was really rewarding to recognize somebody's talent and watch him really prosper.

Thompson: He was fantastic. He knew every music video, and he was also a real journalist. We brought in a couple of his friends from NYU who were all journalists to [staff the show]. And we had people at the Observer, US Magazine, people at Vanity Fair, people who have gone on to real journalism. We also made a point of hiring a children's book illustrator to tell like a pop-up book, and make fun of it and bring it down to a base level that everyone could understand.

Low: It was very competitive. We'd give out trophies after each episode for the best popped video, it looked like a super tall almost human sized trophies. A ridiculous absurd monstrosity, but it did create a little competition, which was what we wanted.

“Drunk history before Drunk History.”

Low: We'd do a “brain screen,” when the staff was encouraged to throw out any reference that you could. If Jewel was singing, 'What’s the most expensive jewelry?' or 'Has anybody ever swallowed their jewels?' You want to have a nice mix of biographical information about the artist and a bit about the process of the video, and the random reference train rides that we would take you on.

In the case of Melissa Etheridge's "Come to My Window,” we reached out to window repair people. Like, “How many calls are you getting about birds that would fly into windows?” We would try to extrapolate that to figure out the national bird stats, like you would call up the ASPCA -- just all over the place.

Thompson: We quickly realized how difficult it was to make this show, and how difficult it was to get in touch with these guys that were part of the quintessential videos in the ‘80s. All of those guys were in rehab, none of them remembered a single shot from Duran Duran "Rio," so it was very hard to get the research.

The gold for us was to get the crew list. We would ask until we got a crew list -- which is this pre-IMDB. The call sheet would have not only the phone numbers, but everyone's position, and those were absolute gold. You get a hair and makeup person, they will talk for days about anything. And they got nothing to lose. The people who really remembered were the like, limo drivers, who tell that story every time they get drunk. Drunk history before Drunk History.

Low: It was a game of phone trades, and a lot of talking and a lot of these organizations that we would call had never been called before. Nobody had ever talked to the caterers or the limo drivers, and usually the artist or the director would get all the credit, but it's the other professionals who are on the set who are really working, real craftspeople, and they enjoy talking about their involvement.

Thompson: At first they were annoyed. and they would call the network and say “Who the hell are these guys?” And the network would say, “Just answer their questions.” And before you knew it, we couldn't shut these guys up.

Low: They had plenty of stories, so they were primed and geared up and they had told their stories to intimate friends and family but they had never really been called up by a larger professional television outlet, so they were eager to talk. And they had great stories! We started fielding calls at one point, like people calling in who had seen egregious celebrity behavior on the set of the video. “I’m calling Pop-Up!”

Thompson: It was so critical to watch the video again with the director. Because the questions we were asking were not how the flight was or what the budget was, but what we could see. A dilapidated house, or mismatched socks, or weird eyeliner. The best possible stories were those that we could point to. “Who’s that girl in the passenger seat?” “Oh, that was his sister.” And you're like, “What?! I've watched this video a thousand times, she's pretty hot!” And then you call her, and get her story.

We wanted to just find something to break down rock ‘n’ roll. Something that we could point to and say, “Bon Jovi says he's rock and roll? Bon Jovi was in hair and makeup for 7 hours. How is that rock and roll?” Here these rock stars are -- these badass, womanizing, drinking, drugging people who were in hair and makeup and throwing hissy fits in the set and were total divas and super, super concerned about their image -- which ran counter of your image of these badasses who didn't give a shit.

Low: We were having fun demythologizing the rock star image. It was totally impossible before the Internet, but we did it.

“We always tried to avoid anything lame.”

Thompson: We wanted to bring back the biggest videos of all time. We started in ‘95 and we had all of the ‘80s to work with, and we were in the middle of Alanis [Morrissette] coming out and Nirvana had come and gone. Our thing was find the biggest possible videos and string them together.

The first video would be ideally a hit right now, the second would be something that was 5 years old, third video would be 10 years old, 4th would be a classic, and the 5th would be dessert -- a little bit weird and like a wild card.

Low: Like Lionel Richie's "Hello" or Bonnie Tyler, "Total Eclipse of the Heart." The super cheesy videos out there were always the last one, ‘cause you want the person to stay tuned and that's where you can really go to town. Mostly because the executives there didn't care if you were making fun of an artist that’s no longer relevant to them.

The real art of the show is the beauty of the placement of the pops. It’s all about crafting the words so that its not too much for the brain to handle, and the text works in conjunction with what’s going on in the background. You wanna have a nice mix of biographical information about the artist and a bit about the process of the video, and the random reference train rides that we would take you on. The biggest challenge was to make sure that each pop was just as good or even better than the pop that preceded it. If you get a reputation for good and funny writing and insightful tone of voice, you know that no one is going anywhere. We always tried to avoid anything lame.

Thompson: The first example was Madonna's "Like A Virgin," and we decided if we could tell the story of when she lost her virginity, and to whom, when she sings "Like a Virgin," that’s pretty funny, pretty dangerous and pretty interesting. If you did a bit of research and talked to people on the set, it turned out that Madonna was having her period, the lion smelled blood and got super aggressive around her, and it was a disastrous shoot. They had to keep the lion and Madonna separate, and she wanted to like ride the lion, and the trainer said “I know you’re Madonna, but there’s something going on and he's gonna bite your leg off.”

Low: The first video I popped was TLC’s "Waterfalls," and somebody told me, “Oh we shot that at Universal Studios and that’s the same lake that they did Jaws on. They're dancing on the Jaws lake, and none of the girls know how to swim.” “And there’s scuba divers underneath the surface of the water just in case any of the girls falls off the lucite platform.” That’s when I knew that we were onto something.

Thompson: People would say, "Do you just make all of that up?" And I get why people would ask, because [the facts] seemed too outrageous -- but that was always really hurtful. If we had just been able to make it up, then we could say anything we wanted about Billy Joel, and at any time, and that didn’t make any sense. It always kind of confused us. If we could make it up there’s no skill to it, it’s just a comedy show. We're not a comedy show.

We would always say to our writing team, “The minute you think you’re working on our comedy show, and you’re here to write jokes, you’re gonna lose your job.” We are a research show, we are an investigative show, and if you could turn any of these music videos into the goofiest music videos, and make people learn something about the artist, that’s what we wanna get out of it. They're never gonna remember a joke, they're gonna remember a fact.

Low: I think it’s also a credit to the incredible research that our team did, and the writing. They were able to uncover such juicy nuggets that, to some, they seemed completely fictional.

Thompson: The head of programming got up and he was like, "Over my dead body. You can’t do this. We don't own this. You can’t tell stories that the artists don't wanna hear without their approval." And the production people were like "What are you talking about? All of these stories are true and they're coming out of like, Rolling Stone. And all of these stories were published, Madonna talks about losing her virginity in this Rolling Stone interview from three years ago. Why are we not allowed to say it?"

What made it dangerous, what it was over their songs, and their lyrics were setting them up to make fun of them, and what they're wearing is setting them up, and they're walking into jokes. But none of it was live, everything was triple-sourced -- especially if it was salacious.

“We had unbelievable battles with VH1.”

Low: People who watched it at home had no idea that amount of work that we did, not just in the writing, but in the arguing and the standing up for ourselves at that particular time in American popular culture.

We did one with John Cougar Mellencamp - “Pink Houses” - and he's dancing around in a field and we said that John suffered from spina bifida as a kid. He doesn't have it anymore, but that was a no-go. I think we finally got that one in, but it took a lot of fighting.

Thompson: We had unbelievable battles within VH1, most of the stuff they wouldn't tell us why. They would say, “You can’t say that about Billy Joel," and we would say, "What do you mean? He got drunk and smashed his cadillac into someone's house. How can we not tell that, its on the news, it’s in Rolling Stone!" And then you hear that VH1 is trying to get Billy Joel to perform, or come to the VH1 fashion show. You know all these backroom deals that we didn't give a shit about. VH1 had to publicly say they were looking into it and they had to politically say to the network that they had us under control, but the real story was that we were completely out of control.

VH1 wouldn't out Boy George, wouldn't say he was gay, that he had a relationship with John Moss who was a drummer, meanwhile Boy George is all over the media, and telling the story about having sex with John Moss backstage and before shows. Why are we not allowed to tell the story? Meat Loaf wants to be on the fashion show, but you can’t call him fat and give meatloaf recipes during his "I Would Do Anything For Love (But I Won’t Do That)" What are you talking about? His name is Meat Loaf!

Low: Meat Loaf called his manager like, “Listen, they're making fat jokes about me on VH1.. you gotta call them and do something.” And his manager says, “Yeah, Meat. Except for this -- music videos are infomercials to help you sell your music. If 3 times the people are watching the video, that could potentially lead to 3 times the music sales, so maybe you wanna take the fat jokes a little bit.”

[The episodes] were triple the ratings of just an hour of normal videos. Having a highly rated show on a network that was struggling gave us a little room a little latitude with my tantrums. I wrote this letter talking about, “You gotta stand up otherwise we're gonna look like Entertainment Tonight.” I never wanted our show to feel like ET. [Pop-Up Video] had a New York sensibility too, sort of thumbing your nose at the entertainment industry.

The other secret was the executives who worked at VH1 and MTV they mostly had come out of radio and they would get free tickets -- very cozy -- and to be honest, they would get laid! They used their free tickets to meet ladies. So we came along and we weren't afraid about telling the truth and it caused a big kerfuffle, because we jeopardized the sex lives of a lot of the executives.

Thompson: We thought that all of the feedback from fans, and from people who were suddenly watching the channel, were like, “Keep doing what you're doing, the show is only good when it’s dangerous.” Tad was fighting the good fight to get our names out from under the show, and doing as much press as possible to get people to think that this was the most dangerous show on television.

Low: We would get so angry when they wouldn't allow us to include a fact that we knew to be true. We started to secretly place text in the body of the show. We would explain to our fans who were smart enough to realize it was hidden and find it, the things that the lawyers had made us take out. So we would hide them in the bubbles of the credits, so one-thirtieth of a second. This was the days before DVD so people had to tape the show on VHS and do frame advance, one frame at a time, and if you would find it, it was amazing like this treasure hunt Easter egg. And then of course VH1 found out about it. I think we did it about 50 times. They got so mad and we had to go back and edit out all of the offending text.

John [Sykes, then-president of VH1] was really good for sticking up for us and going into battle. Being able to have the president of the network and one of the founders of MTV as our supporter, allowed me to behave much worse than I would've normally been able to get away with. I definitely took full advantage of that on the show, and that’s what made it good and what earned it 13 Emmy nominations -- the fact that it had a fresh voice that stood out in a landscape of otherwise compromised television journalism.

“That’s why the revamp never worked.”

Thompson: We were the No. 1 show, but they didn’t know how to produce it, they were scared to death of us, and ultimately they kicked us out of the building and we ended up producing the show out of our own facilities down the street.

The irony of it was that Jeff Gaspin, who was the head of programming at the time, took this window that we were telling salacious stories about rock stars and he created a little show called Behind The Music, that was exactly what we were doing, but he had interviews with the stars. So now, a deal with the devil when they called the labels and said “Okay, does Boy George want to talk about his heroin addiction and banging John Moss in a forum on our show where we would do an interview and then dedicate a whole day to his music?” And the labels were like, “Yeah, we'll do that.” Then Behind The Music became a legend, and VH1’s biggest show and the place for rock stars to air their dirty laundry. Which was exactly what we were doing, just in a little text bubble.

Low: They were trying to co-opt the iconoclastic spirit of the show. I think John Sykes also may have moved on, so I lost my protection. And eventually, I think Woody got sick of picking up after all of the accidents I created. But it was a good combination -- he would call it the Sweet N Low, because he was the sweet one, and then I would come in.

[Woody] continued to make the show but you can’t make a show if you lost the originator. That’s why the revamp never worked. It was just all pre-approved stuff. That original revival, the one in 2000, was not done with the proper people.

Thompson: What we found [with the reboot] is, part of the fun was to tell stories that you've never heard and facts that weren't readily available. Again it kind of goes back to the Madonna thing -- like, you can read that she lost her virginity when she was 14, and that’s readily available now, and you can Google that while you're watching her.

Low: [Spin The Bottle] were [recently] approached by Sesame Workshop, so we’re working on popping up classic clips from Sesame Street -- myself, and original writers and researchers from the old show. We’re talking “Rubber Ducky,” “I Love Trash,” all your favorites. So it’s kind of a dream come true. Again, same stuff -- behind-the-scenes, “How’d they do that?” “Whose voice is that?” It’s been really fun. We’ve been working on it for the last two months.

“I think there’s still room for popping.”

Low: Music videos were a much bigger cultural phenomenon [then] than they are today. People will go on to Vevo [now], obviously Taylor Swift’s videos are being watched a lot. But they don’t have the cultural currency that they had at one point. I even think that the 3 ½ minute part is too long in these accelerated times with the attention spans of the current millennial generation.

Thompson: They do exist, and they’re the highest rated thing on YouTube, but it’s such a niche audience now that maybe two videos a year are in the zeitgeist that everyone will know and watch. Maybe it’s a Taylor Swift or a Bieber video or a Drake video, and some of the Beyonce stuff is pretty cool and over the top. But imitating music videos used to be the bread and butter of Saturday Night Live -- and they rarely, if ever, do it now.

I think it’s really interesting right now that they are being used politically. Childish Gambino and Drake and Beyonce are smartly using them as small movies to make a point. These are songs that actually reflect that. Thats kind of neat that music videos have become less about what the artist wants you to think the song is about and more about the context in which it plays. Taylor Swift's not making much in terms of political music videos, but I like that these artists still see it as an art form, and that you don't need to do a music video for every song.

Low: I would love to do a Taylor Swift video. She’s got so many good stories. She’s got such juicy history and I would get into all of her -- especially now, if her sales are down and people are saying that some of her tour dates are not selling out. And then you have the video with her being like, “Leave me alone, press.” It’s like, “Okay, well, here’s what it feels like to be alone. Are you really enjoying that?” So as she’s singing about being alone, I would then pop the attendance stats at the height of her fame and then current to show the slowly declining [numbers]… I’m just spitballing here, but I always love the artists who complain about too much attention.

Thompson: I love Drake's "Hotline Bling." It was just so pop-able. What we'd always see is real estate on the screen with the star and there’s just so much room around him to put bubbles and the shots lasted longer than half a second, so I look at that and drool. The lyrics are great, so many stories to tell, he does so many stupid dance moves in it that are really fun, and yet it’s so simple.

I've got this 18 year old boy who just watches endless amounts of horrible rap videos that are so pointless, it is unbelievable. I would love to take those guys down, but its not the right audience, it's not the right genre. There’s nothing fun about the songs -- serious issues aren't really fun to talk about. That’s why old Peter Gabriel videos and Billy Idol videos are so much fun. We literally plowed through the history of rock ‘n’ roll, and the novelty of it wore off.

Low: I think we just happened to come around at the right time, and I’m glad that we did. I still think there’s room for popping, I just wouldn’t put it over a full 3 ½ minute music video, necessarily. I still would love to pop up President Trump’s and Vladimir Putin’s Helsinki Summit, I think that would be great.