“Criminal” director Chris Marrs Piliero walks through the video frame by frame with MTV.com explaining what went on behind-the-scenes to make the epicness that is this video.

The video opens up with Britney at a swanky party with her cheating boyfriend. “So here we are at the fancy-schmancy par-tay, [and] one of my directions for her little turnaround reveal was in ‘Can’t Hardly Wait’ when Jennifer Love Hewitt … walks into the party. … The actor who plays her d—–bag boyfriend, his name is Freddie, and actually it’s his first acting role.”

Brit leaves for a moment to catch herself and comes back to see her guy talking to another woman. “For this, I wanted to come up with a really cool line,” he said. “I was trying to come up with something that had attitude but was TV-safe, so we went with that,” he explained about Britney’s crack “So, you’re not working the street corner tonight, I see.”

When the two leave the party together, homeboy slaps Britney across the face. Real-life boyfriend, Jason Trawick, comes in to save the day and knocks the abusive bf out. “The punching was just awesome,” Piliero said. “We were watching that, and we were all looking at each other like, ‘Is he really hitting him?'” Britney got a little action in, too. “I love her face when she goes for the kick,” he added. “She’s so good at delivering those fun lines.”

Then the two get it on in the bedroom scene. “It’s time for **** time,” Piliero joked of their naked romp. “So during the bed *** scene, the first take that we did of it, I let the camera roll. … From that point on, I was just calling out stuff, just directing them … and it was a really smooth, comfortable experience, actually. And Jason is ripped beyond belief. It’s kind of ridiculous.” Followed by getting it on in the shower. “**** time in the shower, which is just super hot,” he said. “We did the shower scene after the bed scene.. so it was pretty painless and smooth.”

Check out more details in Chris’ interview below:

Also catch his interview with The Insider.

And don’t forget! Today, Friday, October 21st @ 5pm PST is BreatheHeavy’s Twitter chat with Chris himself.

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