This year is a big one for Paramore, as they released their latest album, After Laughter, in April, their first LP since 2013’s self-titled record. This week, the band celebrates the 10th anniversary of their career-launching album, Riot!, which was released on June 12, 2007 and soon turned them into alt-rock stars.

What some newer Paramore fans may not realize is that Riot! actually wasn’t their debut -- they released their first LP, the under-the-radar Fueled by Ramen release All We Know Is Falling, in 2005. While that record’s sales weren’t so bad for a new band on the pop-punk scene, it certainly didn’t make them a household name in the genre. Enter David Bendeth.

Bendeth, who has produced several bands in Paramore’s realm -- including Hawthorne Heights, All Time Low and Breaking Benjamin -- was introduced to the group in 2006 through Tom Storms, the man who had signed Paramore and made All We Know Is Falling with them. He was instantly enthralled with their aesthetic, and after meeting the members, Bendeth and the band immediately clicked, and quickly got to work. Little did they know that the album they created together would lead to Paramore becoming one of the biggest and best rock bands of the 21st century.

Ahead of Riot!’s 10th anniversary, Billboard had an in-depth conversation with Bendeth detailing the making of the album, as well as the band’s vision for the record -- like frontwoman Hayley Williams’ idea for redefining the term “riot,” and why the producer didn’t initially believe their instantly iconic lead single, “Misery Business,” was a fit for radio. Below, take a look at an edited transcript of the chat and find out how one of the greatest albums of the emo-pop era came together.

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It was spring 2006. I was on one of those trips where you go out and meet people at record companies. I was out at Atlantic Records out in Los Angeles, and I was recommended by Jason Flom and Andy Karp to meet Tom Storms, who had signed the band and had made this record with them. It was their first record [2005’s All We Know Is Falling] and I think it had sold maybe 25-30,000 copies. But he said, “You should listen to this record because I think they’re really special,” but he says, “But I gotta tell you, they’re extremely young. The drummer is 13 and the singer is 16 or 17.” They were on the road and, at the time, they were being homeschooled by Hayley [Williams]’s mother -- who’s a teacher -- in a van, which is pretty crazy.

So, I listened to All We Know Is Falling, and I thought Hayley was sensational. There was a song on there called “Emergency,” and I thought the song was really good. I was like, “You know what? There hasn’t been a girl in rock for so long.” There were lots of pop girls, Britney Spears and everything else, but there were no rock girls [at the time].

I had these three templates in my head. One of them was Joan Jett, “I Love Rock N’ Roll,” the other one was No Doubt, Tragic Kingdom, and the other record was a record by The Pretenders with Chrissie Hynde, “Brass in Pocket.” So I contacted the band and I said, “Look, I would really like to work with you guys,” and I think we went back and forth for maybe three, four months -- they were sending me these songs on the road. They were writing stuff, and then they went to Florida to do those demos. Those demos were really cool. We were very excited about what we heard and decided to start the record, I think, in January [2006].

It was interesting, the process, because, like I said, the drummer was 13. Zac [Farro] was just, maybe he was 14 by then, but no older, and Hayley was 17 and Josh [Farro] 17, or turning 18 – they were very, very young. But the process was awesome, because they were great musicians to begin with and Hayley could really sing, so it wasn’t like it took a whole lot of work when it came to performances. When it came to the writing part, Hayley was extremely prolific, as was Josh, so the team together, the two of them, was sensational.

At the time they were innocent writers, in the sense that they were inexperienced and they had only written this one record. So one of the things that we did during the process was get them together with other writers and try different things. They lived in Nashville, and they were able to get to Los Angeles and write with some different people. And, you know, every single co-write really ended up not working, because the band was so specific about what they wanted.

It was real teenage youth bravado taking over -- and I was very, very supportive of that. It wasn’t like they were typical teenagers in the sense that they were going to do what typical teenagers do and go out, go crazy, and get into trouble. They were so focused on the music that every waking hour was spent doing that.

While we’re working on the record, Hayley is in my lounge, and she’s sitting there with a pen and a piece of paper drawing “riot” in orange. I’m like, “What are you doing?” and she’s like, “I’m coming up with the concept for this whole record and what the album jacket is going to look like. Everything is going to be orange. My hair is going to be orange, the mic stand is going to be orange. It’s going to be about a riot.” And I said, “Well, it can’t be about a riot because that’s kind of violent,” and she goes, “Yeah, but it’s more like a musical riot, where people listen to it and just have a fantastic time.”

happy 10 years & 1 day to RIOT! pic.twitter.com/rpZldWYypR — paramore (@paramore) June 13, 2017

We argued [over the album name] for half an hour. I went to get a dictionary to tell her what “riot” meant, and after, she sat with me on the couch and she said, “You’re wrong. This is about a different kind of riot. You’re using it literally. Don’t do that. That’s not what I mean. That’s not the riot I mean. I mean a riot of music of people at a show. That kind of riot.” She said, “There’s good riots and bad riots.” [Laughs.]

She was luckily on this label Fueled by Ramen. It was interesting because they really allowed their artists freedom. Even though it was kind of a major label, there were no constrictions on what we did, so we were able to really, literally make this record by ourselves, just the band and myself. I mixed the record and I wrote songs on the record, so we really had this sort of freedom over a period of four months to do whatever we liked. We could just do our thing and create these songs, sort of try to push the envelope.

I co-wrote “Fences” and “We Are Broken” with them, and they fleshed out “Born For This” on their own. And then “Crushcrushcrush,” the demo was always good, but I kind of heard this dance-y thing going on, so they finished that. The first song on the record [“For a Pessimist I’m Pretty Optimistic”], I think we reworked that song four or five times before we even recorded it. It was just one of those songs where it didn’t know what it wanted to be, but it became the first song on the record.

“Misery Business” was called “Mexico” at the time, and it was pretty well together. I added a lot of different little things with the beat and the chorus. We broke the song down in the break, and we wanted to have a big sort of ending to it. Everybody in the band and the A&R guy ended up loving that song from the beginning -- and I liked the song, but I thought it was kind of kitschy, and really when I compared it to “Hallelujah” or “When It Rains” or even “Crush,” I felt that it wasn’t hip enough, that it was too pop. I didn’t think it was going to get on the radio.

I mixed the song first, and I remember going and taking a break, because when you work on something all day, you don’t even know what it sounds like. It was like a 10-hour mix, like open surgery stuff where you take stuff out and you experiment with this and that. I remember walking back into the room the band and the A&R guy was in, and listening to it finished like, “Oh, my god. This is amazing.” Not that what I had done was amazing, but that what we had created was amazing, and certainly it hit me like a ton of bricks.

Hayley was upset about that girl [who was the subject of “Misery Business”]. In fact, in the lyrics she wrote, “Once a whore, you’re nothing more" -- and I remember at the time, she looked at me and said, “I don’t think I can sing this. I don’t think I can say this. This just isn’t me,” and I said, “Hayley, it is you and you wrote it. You have to sing it,” and she says, “I just don’t think it’s right. I think morally it’s wrong to call somebody that.” I said, “You’re not [calling somebody that]. You’re explaining the situation,” and she said, “Okay, I’m going to sing it. I’m not going to like it, but I’m going to sing it.”

Hayley was very much the songsmith -- very, very much an avid reader, very literate. I feel at the young age of 17, she had a huge up on most people, in the sense that she could articulate what she wanted using the English language in a very honest way. I think just being there to support what they really wanted to do was enough for them to do things that they wouldn’t normally do or say.

you guys, it's been a decade since RIOT came out & im thrilled to report that business is just slightly less miserable now. — hayley from Paramore (@yelyahwilliams) June 12, 2017

[Hayley and I] battled on lyrics in the sense that she didn’t think sometimes that they had to rhyme, and things had to make sense lyrically, but that’s just because she was 17 and I had written hundreds of songs. So for me it was like, “You can’t do this. You can’t end the chorus with this line,” and she was like, “Oh, yes I can.” But she goes, ‘But I’ll listen to your idea,’ and I would give her an idea and she would go, “Oh, I can do that.”

We had about 40 songs for the record, so we whittled it down to about 14. We decided to mix as many as we could to have a choice of songs, and as we were making the record, I knew it was different. I certainly knew it was special. I said, “I really like the record. I like the music. I like what she stands for. I like the lyrics.” It had a romantic flair, certainly, and it had a bravado for female singers that no one had ever seen before.

We were scared that the label thought we had gone too far in one direction and that they weren’t sure where we were going at that time. They were nervous and we were nervous. The problem was, we didn’t know where we were going to go with [Riot!] with radio. The plan from the beginning with the label was to get [Hayley] to be a top 40 artist, a pop artist like P!nk and Britney. They thought we had gone too rock.

But [Hayley] was angry. She wasn’t going to write about sappy love. There was no way. She appreciated it, she loved *NSYNC and the Backstreet Boys and grew up with it, but that was not what she was about to do. She didn’t want to compete on that level. She wanted to be able to be an alternative-type artist, in the sense that she could take risks and sort of follow her heart lyrically. You know, in retrospect, looking at her career over the past ten years, she could have been Taylor Swift before Taylor Swift, but she stuck to her guns. I felt that [Hayley] could do anything at that age, because she had so much energy and the vision was clear -- she was going to be an artist that was going to be around.

They were underdogs because she was a girl, and at that time it was Fall Out Boy and Panic! at the Disco and all of these boy bands that were rock. She was like, “I hope we cut through with this record,” and I said, “Don’t worry. We’re going to beef it up. We’re going to put bigger guitars on here,” and she said, “I like it. I want it to rock.” I felt like when I finished the record and we listened back, that we had created this monster that was built like a British tank. [Laughs]. It was solid. You could listen to it all the way through.

Because she is a natural performer, the thing that she did immediately [after the release] was take [Riot!] to the road and the band just toured, toured, toured. She grew into the album. I remember it was very hard to duplicate that record at first, because there were so many moving parts to it. But from what I saw -- I think the time between when we finished the record and when it came out was about six to seven weeks, and I think that was the period when we were all the most nervous because we were not sure what was going to happen. But once it came out and we saw that there was a positive reaction to the song “Misery Business,” the album and the video, we all heaved a big sigh of relief going, “Oh, thank god. Everybody gets what this is.”

You know, the [“Misery Business”] video really connected the dots to who [Hayley] was. That snapshot, an angry young teenager -- every girl that saw that video went, “Hey, that’s me!” and everybody related to it, so it became definitely what I call a “turning point record,” in the sense that it wasn’t just about buying into music. It was about buying into a look.

It’s funny, when we started the record, all of the songs that we thought were going to be singles, never were. “When It Rains,” I thought for sure was going to be a smash at radio. In fact, John Mayer heard it and said, ‘If that’s not a hit song, I quit the business.’ “Hallelujah,” we thought that was going to be the first single at some point when we were making the record. Even with “That’s What You Get,” which I think was the third single, the song was in 6/8. It’s very difficult to make something in 6/8 sound like a normal sound for Top 40. So, I felt like the risks that had been taken paid off.

The first week it came out, I think we were in a 40,000 sales range, which is really good for a second record that nobody really knew. But after that Christmas week of Billboard -- the record came out in June -- I think we did 90,000. That point was when we knew the record had legs. I think within months we had a Gold record, and we all showed up at Atlantic records for the presentation. I remember looking at everybody, and we would all say to each other, “Pinch me.”

We made [Riot!] for people that, at that time, were going through a lot of things at home; that were dealing with things in their life. When I was making the record, I always thought about that kid that was out there, by themselves and lonely, and certainly dealing with bulls--t at home, at school, with friends -- pain and suffering, depression. I felt like this was a ray of light, this record, that that would come through and make that drive to school, or whatever, that much more fun.

Hayley’s taken lots of risks in her career, and she’s [also] tried to reinvent herself. Certainly, “Ain’t It Fun” is a great example. I silently watch from the backseat, but I have to tell you, I’m really glad that I made Riot!. I feel like it was a record that reached out and touched so many people. Just because of its innocence, and it’s no longer innocent. And you can’t change that.

When I look back on it, I feel personally how much that record has helped my career and how many producers and mixers and engineers and people have written me saying, ‘This record changed my life, this record changed music, and this record allowed a lot of other things to happen.” I feel humbled just to be part of that, to be in the same room as everybody at that time where we were lucky enough to make this record and have it stand the test of time.