The Number Ones: Britney Spears’ “Hold It Against Me”


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Most of us don’t generally think about the origins of unbelievably cheesy, groan-worthy pickup lines. Those things just kind of float through the ether and become fodder for middle-school lunchroom conversations. Nobody really uses those lines to pick anyone up, right? Hopefully? Within that category, though, the line at the center of Britney Spears’ 2011 chart-topper “Hold It Against Me” goes back a long way.

Groucho Marx, the great vaudevillian eyebrow-waggler, spent a long stretch of his later years hosting the game show You Bet Your Life — first on the radio and then, starting in 1950, on television. As host, Groucho would treat contestants like they were the stiff fuddy-duddy characters in Marx Brothers movies. The game itself was incidental; the real selling point was Groucho roasting everyday schlubs. He’d clown them, imitate them, bounce off of them. He would also hit on them. I wish I could find any actual video of Groucho using the line, but one thing that he apparently loved to say was this: “If I said you had a beautiful body, would you hold it against me?” Maybe Groucho came up with that line, or maybe he heard it somewhere. It’s not for mere mortals to interrogate Groucho Marx’s creative process.

Groucho Marx kept hosting You Bet Your Life until 1961. One fan of the show was David Bellamy, one half of former Number Ones artists the Bellamy Brothers. In 1979, two years after Groucho’s death, David Bellamy adapted that Groucho line into the Bellamy Brothers song “If I Said You Have A Beautiful Body Would You Hold It Against Me.” The song was only a minor hit on the pop charts, peaking at #39, but it went #1 on the country chart. I’m guessing that’s how that line really entered the cultural vernacular. I definitely encountered some version of that line when I was a kid. If I had to guess, I’d say I came across it in a Leisure Suit Larry game.

I was too young to play Leisure Suit Larry, but you know how it goes. Someone’s parents are at work, someone heard there’s pixelated boobs, and suddenly you’re a fifth-grader attempting to help a sweaty middle-aged cheeseball get laid in a computer game. Bonnie McKee, the songwriter who worked on Katy Perry hits like “California Gurls” and “Teenage Dream,” is five years younger than me, so she was definitely too young for Leisure Suit Larry. Maybe she played it anyway. Maybe someone actually tried the line on her. Or maybe it was just a dumb fucking pseudo-joke that everyone knows. In any case, Bonnie McKee took that line, and she turned it into a song. Soon enough, that song became Britney Spears’ last #1 hit as a lead artist.

In the late ’00s and early ’10s, Britney Spears was riding high on the Hot 100. Nobody thinks of that stretch as Britney’s commercial peak, but the forces that determined the pop charts turned decisively in her favor when iTunes downloads started playing a bigger role. In 2008, Britney’s “Womanizer” rode a surge of 99-cent single purchases to #1 — the first time that Britney had ascended the Hot 100 since her planet-shattering debut single “Baby One More Time,” almost a decade earlier. A year later, Britney repeated that feat with “3,” a saucy dance-pop track released as a bonus track on a greatest-hits collection.

“Womanizer” and “3” are not Britney Spears’ defining singles, but they did business. Britney mounted her commercial comeback as the pop landscape embraced gleefully sensational and artificial dance-pop, which Britney Spears had always offered. Max Martin, Britney’s original collaborator, had become a dominant pop-chart force, as had his protege Dr. Luke.

While all this was happening, Britney Spears was deep in the early years of her conservatorship — the shadowy and inexcusable legal arrangement that gave her father complete control over all public, private, and financial aspects of her life. At the time, the public didn’t understand the full extent of Britney’s exploitation, but producers like Dr. Luke preferred their collaborators to be delivery mechanisms for hooks anyway. When an artist like Kesha pushed back and demanded control, Luke went haywire. But Britney Spears was basically unable to assert any control over her music. In the grimmest way imaginable, that might’ve made her the ideal Dr. Luke collaborator.

Dr. Luke co-produced a couple of tracks on Britney Spears’ 2008 album Circus, including the hit title track. (“Circus” peaked at #3. It’s an 8.) Max Martin and Shellback, his other mega-successful protege, produced “3” for Britney. When Britney Spears followed Circus with her 2011 album Femme Fatale, she filled up most of the record with tracks from Max Martin and Dr. Luke, who got executive-producer credits on the LP. This must’ve been a no-brainer. Britney Spears had helped introduce the sleek, maximalist dance-pop that made Martin and Luke so rich. With the two of them running the airwaves and the pop charts, Britney and her handlers knew that there was plenty of gold left to be mined.

Femme Fatale is a sharp, hard album, and many of its best moments don’t come from Dr. Luke or Max Martin. On tracks like “How I Roll,” Britney purred blissfully over tracks so overwhelmingly busy that they anticipated some of the hyperpop that would become a big deal over the next few years. You could still take some of the tracks from Femme Fatale, strip them of all context, and present them to the world as avant-garde bubblegum. That doesn’t really extend to the album’s big singles, but even those singles brought some shock-of-the-new intensity.

On lead single “Hold It Against Me,” Dr. Luke and Max Martin worked with Mathieu Jomphe-Lepine, a Montreal producer who went by the name Billboard. (I cannot believe that I have to talk about a guy named Billboard in this column. Too confusing! I hate it!) Billboard got his start co-producing a few tracks on Swedish cult-pop queen and original Max Martin collaborator Robyn’s near-perfect 2010 album Body Talk, including the straight-up classic “Call Your Girlfriend.” From there, Billboard worked on a few tracks from Kesha’s debut album Cannibal. “Hold It Against Me” was Billboard’s first time working on a huge pop single — one that could really get him up in Billboard.

Bonnie McKee loves to tell the story about how she came up with the hook for “Hold It Against Me.” At the time, McKee was working on tracks for both Britney Spears and Katy Perry. In 2013, McKee told The Hollywood Reporter that Katy Perry walked into the studio “in some tight, sexy little dress and I jokingly said, ‘Damn, Katy if I told you you had a nice body, would you hold it against me?’ I was like, ‘Bingo!,’ and I wrote that song.” On Twitter a few years later, McKee affirmed that the song was inspired by Perry’s “babely bod.”

“Hold It Against Me” could’ve been a Katy Perry song. In 2011, shortly before the single came out, Dr. Luke told Rolling Stone that they considered giving the track to Perry but that “it definitely wasn’t a Katy Perry record.” It’s slightly terrifying to imagine the theater-kid energy that Perry would’ve put into the track, but I’m not sure it would’ve been that different. The big hook for “Hold It Against Me” is just that goofy-pickup-line chorus. Beyond that, there’s really not that much to the track. It’s probably one of the least memorable Max Martin hits of its era — which is to say that it’s only pretty catchy, rather than extremely catchy.

I don’t have a problem with a pop song that uses an old pickup-line joke as it starting point. From where I’m sitting, the real issue with “Hold It Against Me” is that it doesn’t have enough Britney Spears in it. Britney Spears isn’t really a songwriter, but she’s a presence. On a track like “Baby One More Time,” her husky, hungry delivery pushes everything over the top. But Bonnie McKee’s leaked “Hold It Against Me” demo isn’t ultimately all that different from the final Britney version of the track. We only get tiny, tantalizing glimpses of Britney’s eccentricities, like the utterly insane way that she pronounces the ward “hazy.” (It’s like: “Hay-zyyyyye.” I like it.)

Britney Spears made plenty of horny, winking club tracks before “Hold It Against Me.” She was perfectly comfortable with that stuff, and on a single like “3,” she really sold it. But on “Hold It Against Me,” she sounds chilly and remote. It’s not her. It’s the track. The song is hectic and cluttered. It bangs and pounds. The production rides the wub-wub-wub dubstep bass sound that was just breaking into the mainstream around that time. “Hold It Against Me” even has a violent, disorienting dubsteb breakdown, but it has none of the buildup and catharsis of actual dubstep. It took a little while before pop producers figured out that the dubstep bass-drop was a tension-and-release thing. You couldn’t just throw one of them in there. You had to build the anticipation first.

The “Hold It Against Me” lyrics would be better if Britney attempted multiple goofy pickup lines, but we don’t really get those. Instead, we get uncanny Google-translate linguistic weirdness: “Give me something good! I don’t wanna wait, I want it now! Drop it like a hood! And show me how you work it out!” I get hung up on that one. Drop it like a… hood? Like the hood of a car? Drop your ass like you’re closing the hood of a car? I feel like that could’ve used a rewrite.

“Hold It Against Me” is awkward, linguistically tortured, and dangerously low on personality. For way too much of the track, you can’t necessarily tell that Britney Spears is the person singing. Given all of that, it should be a disaster. It’s not. Maybe it’s the Max Martin thing. Even the worst Max Martin track is still pretty good. The hooks on “Hold It Against Me” aren’t all-timers, but they still hit my ear nicely. And even Britney doesn’t give the song the full Britney treatment, she still sounds great on that chorus: “You! Look! Like! Paaaaradise! And I need a vacation tonight!” Even a mailed-in autopilot Max Martin hook has a certain sugar-rush immediacy.

For the “Hold It Against Me” video, Britney Spears worked with Jonas Åkerlund, the Swedish director and former black metal drummer who did the clips for hits like Madonna’s “Music” and Lady Gaga’s “Poker Face,” as well as a few really shitty movies like Spun and Polar. Åkerlund’s stylistic excess can work really well in music videos, but it can also overwhelm whatever he’s doing. In the case of the “Hold It Against Me” video, I don’t know what the fuck is going on.

A comet crashes into the earth? And then an alien Britney, with double-pupil eyes, stares at her late-’90s teenage self? Two identical Britneys get into a kung fu fight? Another Britney sprays paint from her fingertips, like blood? Wikipedia clarifies that the video shows Britney as “an alien who finds fame on Earth but becomes overwhelmed with her celebrity and breaks down.” I don’t get any of that from the “Hold It Against Me” video, but it’s a cool idea, and it has a certain resonance with the things that were happening in Britney Spears’ actual life at the time.

“Hold It Against Me” came out while Britney Spears was still working on the Femme Fatale album with Max Martin and Dr. Luke. In that Rolling Stone interview, Dr. Luke gushed proudly about the song, claiming that “it can be hard in the verse, and the bridge is super, super hard, but the chorus is super-pop. You can play that chorus acoustically on a guitar and it’s still going to sound great.” I’m not so sure.

The Bellamy Brothers angrily mocked “Hold It Against Me” in a press release: “Hey, Brit, if I said you ripped off our song, would you hold it against me?” But the team of producers and songwriters behind “Hold It Against Me” sued the Bellamy Brothers for libel, and they only dropped the lawsuit when the Bellamys apologized. In any case, “Hold It Against Me” sold about 400,000 downloads in its first week, interrupting the #1 reign of Bruno Mars’ “Grenade.” The song didn’t really linger in the air. Within a few weeks, it was out of the top 10 entirely.

Britney followed “Hold It Against Me” with a single that did linger. Dr. Luke and Max Martin co-wrote the booming dance rager “Till The World Ends” with Kesha and Martin’s old Swedish collaborator Alexander Kronlund, and Billboard co-produced it. The version of the song that really blew up was the remix, which featured Kesha and Nicki Minaj and which handled dubstep bass-drop dynamics a whole lot better. That “Till The World Ends” remix peaked at #3. (It’s a 9. Nicki Minaj will eventually appear in this column.)

One more Femme Fatale single, the Max Martin/Shellback track “I Wanna Go,” peaked at #7. (It’s an 8.) Weirdly, the Femme Fatale track that now has the most Spotify streams is fourth single “Criminal,” which only charted at #55 but which had a random-ass TikTok resurgence in 2020. Great song! During the Femme Fatale blitz, Britney also appeared on another star’s remix, and that single will eventually appear in this column.

Femme Fatale went platinum, and Britney Spears spent the second half of 2011 on a big global arena tour. At that year’s VMAs, Britney was presented the Video Vanguard Award. At the end of the year, she got engaged to Justin Trawick, who’d previously been her manager, and Trawick became one of her conservators. (He was removed from the conservatorship when they broke up a year later.) In 2012, Britney served as a coach on the American X-Factor, and I don’t think I watched a single second of her one season on that show. (The game-show format did not work for Britney the way it did for Groucho Marx.) In 2013, Britney teamed up with on his solo single “Scream & Shout,” which peaked at #3. (It’s a 4.) After that, Britney went a full decade without landing another top-10 hit.

A couple of other things happened in 2013. First, Britney Spears released her album Britney Jean, which deployed a chillier and more disconnected version of the hammering dance-pop of Femme Fatale. Britney did not sound very present on that record, and it flopped, not even going gold. (The album’s biggest hit, lead single “Work Bitch,” peaked at #12. I like that song.) That same year, Britney began what would become a massively lucrative four-year residency at the Planet Hollywood casino in Las Vegas. Over those four years, Britney played hundreds of shows, and she earned $300,000 per night. Part of the deal was that she had to stay under the conservatorship. The hook of “Work Bitch” — “You gotta work, bitch! Now get to work, bitch!” — takes on a different meaning when you consider the state of her life at the time.

As Britney Spears earned all that money for her handlers, her fans slowly started to figure out how badly and baldly she was being exploited. It started off as online fan chatter before crossing over and becoming public knowledge. Behind the scenes, Britney fought to escape her conservatorship, but she was unsuccessful, and she wasn’t able to go public with any of it. Britney even talked about retiring, but she didn’t think she’d be allowed. Along the way, another Britney album came and went without leaving much cultural residue. (“Make Me,” Britney’s 2016 collab with ineffectual white rapper G-Eazy, peaked at #17.)

In 2018, less than a year after Britney Spears finished her Las Vegas residency, she announced another residency at a different Vegas casino. She also went on another tour, later testifying that she’d been forced into the tour and the residency. Britney ended the tour with a set at the Formula One Grand Prix in Austin, and she hasn’t performed in public since. Soon afterward, her father forced her into mental health facility. That second Vegas residency was pushed back and eventually cancelled.

During the pandemic, the world finally learned the fucked-up extent of Britney’s conservatorship situation. A series of New York Times reports and a Hulu documentary brought the strange nature of the conservatorship to light, and lots of people involved in the situation detached themselves. But Britney’s father continued to hold onto his power, insisting that the whole Free Britney social-media movement was a farce. Finally, in 2021, a judge ordered the end of Britney’s conservatorship. After 13 years, Britney Spears, 39-year-old mother of two, was granted control over her own life.

Once freed, Britney Spears married Sam Asghari, the model/actor who she first met while filming her video for the 2016 single “Slumber Party.” (“Slumber Party” peaked at #86.) She also signed a gigantic book deal and teamed up with Elton John, another artist who’s been in this column many times, to release “Hold Me Closer,” basically a disco-inflected remake of Elton’s 1971 song “Tiny Dancer.” (“Tiny Dancer” peaked at #41.) “Hold Me Closer” became Britney’s first top-10 hit in many years, peaking at #6. (It’s a 5.)

The success of “Hold Me Closer,” as well as the general public’s reaction to the conservatorship revelations, show that there’s still a real appetite for whatever Britney Spears might want to do. Britney’s songs continue to reverberate through the world. My daughter, who wasn’t born when Britney was at her peak, plays her music all the time. If Britney has any interest in mounting a real comeback, people will at least be curious to hear it. But if Britney wants to stay out of the public eye forever, god knows I’d understand.

Britney is still negotiating this new stage of her life. Over the summer, there was a weird story about how Britney tried to say hi to Victor Wembanyama, the NBA rookie who’s apparently going to change the face of basketball as we know it, but his security thoughtlessly knocked her to the ground. (She’s OK, but how are you going to rough up Britney Spears?) Last month, Britney and Sam Asghari announced their separation. Also last month, Britney and her old collaborator released a single called “Mind Your Business.” It’s pretty bad, and it missed the Hot 100 entirely.

So maybe the public doesn’t want more Britney Spears/ duets, which is honestly pretty reassuring. Maybe we’ll find out what happens if someone other than Elton John or attempts to release music with Britney Spears. Or maybe Britney will just continue to communicate with the public mostly via Instagram videos where she dances in her kitchen. (She posts those videos all the time, and she always looks great.) Britney’s career is long and storied. “Hold It Against Me” is technically one of her four #1 hits, but it really just seems like a tiny blip in her story.

At this point, it’s weird to consider what pop stardom would look like for Britney Spears in 2023. Like, Britney Spears is pop stardom. She’ll be famous forever — Groucho Marx levels of famous — whether she does anything else in public. She’ll also have to deal with the fucked-up ramifications of that fame; paparazzi are still chasing her. I’d love to hear more music from Britney — more music that she actually wants to make — but I’m not going to demand it. Maybe we’ll see Britney Spears in this column again. Maybe not. She can do whatever. She’s given us enough. If Britney wants to come back, cool. If not, leave Britney alone.

GRADE: 5/10 - The Number Ones: Britney Spears’ “Hold It Against Me” (

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