Britney Spears was filming the 2002 music video for the Darkchild remix of “Overprotected” when she received a breakup text from Justin Timberlake, according to director Chris Applebaum. The message arrived as the demanding shoot was nearing its final stretch, as reported by Page Six.

Applebaum, 56, revisited the moment on Wednesday on the “Hyperfixated with Joseph Shepherd” podcast. He explained that the cast and crew had already spent an extraordinary amount of time working when Spears suddenly stopped appearing on set.

“It was toward the end of the second day. We were in, like, hour 20 or something like that,” Applebaum recalled. The crew was preparing to capture one of the last major pieces of the video.

“We were doing that last rain sequence,” the director shared. However, Spears was nowhere to be seen as everyone waited for production to resume.

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People had repeatedly tried to reach Spears inside her trailer, but she was not coming outside. As more time passed, Applebaum began worrying about whether they would be able to complete the planned sequence.

The director recalled wondering, “How are we going to get this done?” He eventually decided he would go to the trailer himself and find out what was delaying the singer.

While heading toward Spears, Applebaum encountered choreographer Brian Friedman. According to Applebaum, Friedman urged him to “get away” because it was a “bad situation.”

Applebaum nevertheless entered the trailer and immediately sensed the solemn mood inside. “I walked in, and Britney was there. And I was like, ‘Is everything OK?’ And everyone’s solemn and … they have iron curtain eyes. They’re really dark.”

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When Applebaum asked what had happened, the “Gimme More” singer showed him her flip phone. The message was from her “boyfriend” and said they should “end the relationship.”

Applebaum told Spears, 44, that he would understand if she wanted to stop filming and end the shoot. He then turned to leave the trailer, apparently prepared to let the pop star step away following the painful message.

Before walking out, however, Applebaum noticed Spears’ animal crackers. The sight “inspired” him to suggest another way the singer could respond to what had just happened.

Rather than leave the set, Applebaum told Spears that she could return and deliver a performance so powerful that her boyfriend would understand what he had lost. His encouragement quickly changed the direction of the conversation inside the trailer.

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Applebaum described Spears’ response as a “lightbulb” moment. She agreed with his suggestion, saying, “That’s it!” and “You’re right!” before deciding to continue with the video.

Spears then left the trailer and returned to the set for the final rain sequence. Applebaum directly connected the intensity of what followed to the painful moment she had just experienced.

“And she came out, and that’s why that performance was so cool,” he said. The finished sequence became the result of Spears choosing to continue working after receiving the message during the lengthy second day of filming.

Spears later addressed the breakup in her 2023 memoir, “The Woman in Me.” In the book, she confirmed the long-standing reports that Timberlake, now 45, ended their romance of three years through a text message.

The “Toxic” singer wrote that the *NSYNC star ended the relationship with only two words: “It’s over.”

Spears and Timberlake had dated from 1999 to 2002.

Applebaum’s account now offers a detailed look at where Spears was when that message reached her. It also explains how the breakup became connected to her performance in the 2002 “Overprotected” remix video.