Still Bootylicious after all these years, Michelle Williams and other key players of the group's pop classic share untold stories from the studio

The third album from Destiny’s Child debuted in May 2001, hit No. 1 on the Billboard 200, and cemented Beyoncé Knowles, Kelly Rowland, and Michelle Williams as one of the decade’s best pop trios. But before its release, the group underwent lineup turmoil: LeToya Luckett, LaTavia Roberson, and Farrah Franklin left the group and Williams was asked to join. So, for Survivor, Knowles wanted to write and produce all the songs, and show fans that the group was as strong as ever. Here’s how it all went down.

DAN WORKMAN (Engineer): When they started Survivor, they were really in a different point in their careers. At the end of every session, I’d get a call from [Beyoncé’s father and the group’s manager] Mathew [Knowles] or someone at the label who wanted to know how it went. The expectations were very high. It wasn’t nearly as relaxed as it was before. There was a sense that the stakes were raised. When we were doing The Writing’s on the Wall it became really obvious to me that the heavy lifting was going to be done by Beyoncé and that Kelly Rowland was the closer. The other girls [who left the group] were not as talented and were not as involved in the creative process. When Michelle came, it was never directly spoken about other than like Destiny’s Child is a trio. No in-depth discussion.

MICHELLE WILLIAMS: Beyoncé was tired of people talking about the Destiny’s Child members changing asking, who was going to be the last one to survive? As the new member, I was being protective over the girls because I was just starting to know them. There are member changes in groups all the time. Things happen. I believe in the journey Destiny’s Child had to take to fulfill the group’s mission: to continue to empower everybody.

TONY MASERATI (Mixer): This was the beginning of pushing the limits of how hard a pop song could get. Their instructions were to make sure it would be at the forefront of the sonic footprint of what R&B and hip-hop should be. For somebody at 19 or 20 years old to hear [such] subtleties is not typical. Generally most young artists are like, “Can I be louder or can I be softer?”

J.R. ROTEM (Co-writer, “Fancy”): Beyoncé knows a lot of soul. Their sensibilities were inspired by tastes that are more sophisticated and by jazz.

D’WAYNE WIGGINS (Co-writer/producer, “Fancy”): They took their time to pick lyrics and make sure they had the right clever words. They taught me the word krunk. Beyoncé can pick songs. It’s like picking a lock. They shared the energy, they supported each other, and they would just take a song and dissect it and put it back together again. For “Fancy,” it took [only] about 30 or 45 minutes to change the hook.

ROTEM: Back then, I was making beats on one keyboard and one drum machine. I can hear now that sonically “Fancy” was a smaller sound: I can hear it was just made on one keyboard and one drum machine, max. Part of making great music is doing what you feel without thinking so much about the limitations and what’s working now. There was a real purity to that song.

WILLIAMS: We were just writing and eating, writing and eating in the studio. Chips, candy, smoothies, ordering a lot of Boston Market rotisserie chicken, the sweet potato casserole, corn bread. Of course Popeyes—which gave us life-membership cards during the Survivor era.

WORKMAN: We had funny things start to happen [at Houston’s SugarHill studio, where they recorded]. Our UPS man found out Beyoncé was in the studio and he went and bought her a pie and was like, “Can I come in and bring her a pie?” She accepted it very graciously and we got back to work.

MASERATI: When you’re with your best friends, you don’t need to say everything. They can do that in their head with music.

WORKMAN: At one point, Beyoncé had come in after doing a photo shoot and she had extensions in her hair. It was super uncomfortable wearing the headphones with the extensions, so she went into the ladies’ room and just cut them off. She came out [with short hair], and she didn’t care at all. She was among friends and family.

Buzz for the album began when they released “Independent Women, Pt. 1” in September 2000 as part of the Charlie’s Angels soundtrack and continued when they released singles “Survivor” in February 2001 and “Bootylicious” a few week after the album came out.

JOHN HOULIHAN (Charlie’s Angels music supervisor): Destiny’s Child was a dream act [to appear in Charlie’s Angels with “Independent Women, Pt. 1”]. From the very get-go of that song, Beyoncé is giving a shoutout to the actors by name: “Lucy Liu, Cameron D, my girl Drew.” To have the lyrics “Charlie, how your Angels get down like that” in the chorus was a best-case scenario.

CORY ROONEY (Co-writer/producer, “Independent Women, Pt. 1”): [The producers] the Trackmasters and I bought some drum samples and started messing around with a beat pattern. Within 15 minutes the track was created in my studio on Long Island. We couldn’t email big files of music easily back then. They went right into the studio and made a demo, which became the final cut. “The shoes on my feet, I bought it/The watch I’m wearing, I bought it.” All the things [Beyoncé] was saying were really empowering for women at that time.

HOULIHAN: It was just a match made in heaven if you think about the iconic Charlie’s Angels pose. Destiny’s Child could not wait to jump into that pose themselves in their music video [with Hunger Games director Francis Lawrence].

WILLIAMS: We got fan letters that said, “I’ve been bullied, but I put on Survivor before I go to school and it takes the fear away.” The legacy of Survivor is sisterhood and empowerment.

ROB FUSARI (Co-writer/producer): I had this one track with a Stevie Nicks’ “Edge of Seventeen” guitar loop on it and that would become “Bootylicious.” I got a call from someone else who wanted to use it on a Bell Biv Devoe record, but I gave it to Mathew for Destiny’s Child. It had no lyrics, it was just the track. Then I talked to Beyoncé over the phone and she had the “Bootylicious concept in her head.” She knew what she wanted to say.

WORKMAN: When I was cutting “Booty­licious,” I definitely thought it was going to be a hit. Beyoncé was sitting sideways on the effects rack behind me in the studio, and we wrote the song in one sitting right there. She and Kelly would tap each other in singing the parts. Once while they were recording Kelly was watching Forrest Gump on a portable DVD player and she started calling me Lieutenant Dan like the character.

FUSARI: I wanted to pull the Stevie Nicks loop out of the “Bootylicious” track and replace it with a different part from “Eye of the Tiger.” Mathew was adamant about not replacing it, but I knew it was going to come with a significant sample fee. Sure enough, it was 50 percent of everything. We kind of had a pissing match in terms of what the record needed.

WORKMAN: “Bootylicious” was a real-women, real-bodies type thing. We cut it in one 14-hour day. It was intense. I remember telling Mathew we did [it], and the phone was just silent. “‘Booty­licious’?! Oh, no no no!” I was like, “It’s going to be fantastic.” Sure enough, it was on the radio within a few months.

Where most albums might have a year-long promotional cycle — with tours, singles and music video releases — the strategy for Survivor was marred by 9/11, but after the horrific attacks, Destiny’s Child’s songs took on new meaning: “Survivor” became a song of solidarity and the next single “Emotion” was adopted as a healing song after the women performed it at the benefit show The Concert for New York City. The album was significant for another reason: it introduced the world to Beyoncé as a writer and producer, foreshadowing the superstar she would become.

MARK J. FEIST (Producer, “Emotion”): “Emotion” is actually a Bee Gee’s hit from the ‘70s, sung by Samantha Sang. I took the original record and changed the arrangement and the production. That’s what captured Mathew because he knew the original. They shot the video with Francis Lawrence and it came out a little bit after 9/11, which changed the world as you can appreciate.

FUSARI: We were slated to have “Happy Face” be the last single. They pulled it. They didn’t want to have that lyrical content out at that time in the world.

HOULIHAN: I remember Survivor having an anthemic second life [as the nation was] getting past the terrorist attacks. I remember “Survivor” went from being a personal power song to being a tool for national grief in a way to show solidarity and strength.

WORKMAN: The maturity that started to happen on that record, where Beyoncé’s talking about women’s issues, that started with “Bills, Bills, Bills” on The Writing’s on the Wall. I saw her Super Bowl halftime show, and I was like, yeah, that started a long time ago, dealing with social issues in a really classy way.

ROONEY: I always say this is the birth of Beyoncé. She didn’t need [the writers] there to hold her hand. After that Sony started sending her to write with all the big writers because they all of a sudden believed in her.