It's hard to believe, but as of September 30th this year living legend Britney Spears will have been driving us crazy, loving rock and roll and seeking Amy for exactly twenty years - and what a wild ride it's been. Apart from all the personal crises (think that Justin Timberlake break-up, the whole K-Fed saga and the infamous umbrella incident), Britney has also consistently wowed us with hit single after hit single, from 'Me Against the Music' to 'Make Me'.
But amidst all the brilliant releases (Britney's last single 'Slumber Party' was her forty-first), there was a multitude of songs that didn't quite make the cut. Some of them (like Gaga's 'Telephone') were recorded by Britney before being scrapped at the last minute; while others (like Rihanna's 'Umbrella') were offered to Britney but rejected for recording for one reason or another. While some of these songs would have contributed absolutely nothing to Britney's legacy and are no loss whatsoever, its interesting to see just how many more hits she could have had if she'd played her cards right, especially in the last decade.
In this list we'll be looking at twenty-four such songs which Britney decided to pass on. Keep in mind that in this list we're including only tracks that were officially released by an artist in some capacity jthat we're able to listen to, although other confirmed demos for Britney that are still stashed away in the vault (such as ones written by Timbaland and Justin Timberlake, Sky Ferreira, Dev Hynes and Danja) would undoubtedly be equally amazing.
24. Lady Gaga - Telephone (Feat. Beyoncé)
The story of Britney passing on 'Telephone' is at this point legendary, but just in case you've forgotten about the whole saga we'll give a brief recap here. 'Telephone' was originally written by a pre-fame Gaga alongside a song called 'Quicksand' to be considered for inclusion on Britney's sixth studio album and official comeback, Circus. But while 'Quicksand' was included as a bonus track on the album, 'Telephone' was scrapped due to the presence of another similiarly themed song, the Bloodshy & Avant produced 'Phonography'.
Later, the song was reworked as a duet between the two artists; but conflict arose when Gaga wanted the track to be on the tracklist of her re-release The Fame Monster while Britney's team wanted the song on her greatest hits The Singles Collection. Ultimately, Gaga took the song back and replaced Britney's part on the duet with a new verse by Beyoncé, and the Britney version was never released either as a solo song or as a duet. Thankfully, her version went on to leak in 2010 and we got a fan-made version of the duet soon after.
23. The Pussycat Dolls - When I Grow Up
'When I Grow Up' was the song of the summer back in 2008, and was a huge hit for the newly reformed Pussycat Dolls minus Carmit Bachar. The song was written by Darkchild (who also worked on 'Telephone') and Rock City, but we had no idea it was meant for Britney until a demo sent to her leaked in 2011. When it was originally written for Brit, the lyrics were tailor made to her situation, opening with, "My name is Britney and I don’t care what you say," before continuing "I swear at first that I was flippin'/When they said I looked like Debbie Gibson/And then I tried to dance like Michael Jackson/But people saw me and started laughing."
It's unknown why Brit passed on the song that would go on to be a huge hit, but it's interesting to note that she was originally confirmed to have a short cameo appearance in the music video. Originally, Britney was meant to have a blink and you'll miss it appearance in the traffic jam at the beginning of the video, waving at the Dolls before driving away. Like her version of the song, however, the cameo was scrapped for unknown reasons.
22. Charli XCX - Secret (Shh)
'Secret' is one of Charli XCX's more experimental songs, which is why it may be surprising to hear that it was originally intended for the princess of pop herself. The song's co-writer, Jesse Saint John spilled the tea when discussing another song he wrote for Britney's latest album 'Love Me Down'. "I did [a] song for Charli XCX called 'Secret'' that Karen [Kwak, Britney's A&R] really liked, and for a second she thought it could be for Britney Spears." Sadly, Britney never got around to recording the demo and Charli ended up releasing it on her own EP Vroom Vroom, but it was the strength of 'Secret' that allowed Saint John to pitch 'Love Me Down' in the first place. 'Secret' is actually the second Charli song to be considered by Britney, after she wrote a song specifically for the popstar back in 2013; but we're unsure exactly what that song was, or if it has since been released by anyone other than Brit.
21. Girls Aloud - Graffiti My Soul
If you don't live in the UK, you may not have heard of Girls Aloud. Manufactured on an English television show called Popstars: The Rivals, the group soon became a mainstay of the UK charts for over a decade until their break up in 2013. While its release as the fifth single from their album What Will The Neighbours Say? was scrapped, the song 'Graffiti My Soul' nevertheless became one of their most well known tracks, with group member Cheryl Cole later stating in 2008 that if she'd had the chance to release she song as a single she would have.
Interestingly though, the song was originally written for Britney, who recorded her own version of it for inclusion on In The Zone. "The record company loved it, but Britney's people said 'Where's the chorus? Why are there no repetitive parts?'," said Bryan Higgins, who produced the song as part of Xenomania. While we've never heard even a snippet of Britney's version of the song, we may not be missing out on that much. Whether it's jealousy or honesty, Cole stated that Britney's version was "strange" and that she sang it "in that really strange voice and it freaked me out"; although she later admitted that the source of her nervousness may have come from the fact that the version she heard was unmixed.
20. Enrique Iglesias - Maybe
'Maybe' is a song written by Enrique Iglesias, Steve Morales, Kara DioGuardi and David Siegel which was first released on his Escape album in 2001. The track was later reworked as an uptempo number for the album's reissue and released as the project's fifth single in May of 2002. What's bizarre is that a month prior to the song's single release, Britney started introducing the track under the title 'My Love Was Always There' and performing it live at her Dream Within A Dream Tour shows, even going so far as to say that she wrote the song. 'Maybe' was far from a flop, hitting #12 in the US and #3 in the UK, so it's unknown exactly why Britney thought she could get away with claiming the track as her own.
19. Jennifer Lopez - Brave
'Brave' is the title track of Jennifer Lopez's sixth album, produced by frequent Britney collaborators Bloodshy & Avant and The Clutch. Originally, the song was actually written for Britney's album Blackout, but it was rejected from the final tracklisting before release. That said, I can't say that I'm too disappointed about not hearing Britney's version - while the tracks lyrics stating "I'm not afraid/Because I am brave" definitely fit into Britney's narrative, the song is pretty typically generic R&B and doesn't really offer anything new to the pop music genre like the rest of Blackout did.
18. Momoiro Clover Z - Rock The Boat
Momoiro Clover Z released 'Rock The Boat' on the album Hakkin no Yoake in 2016; but as any true Britney stan will know, the track has been in the works for much longer than that. Britney fans first heard the song in late 2011 as part of the semi-annual Britmas leaks tradition, when it was heard under it's working title 'Dangerous'. Recorded for the Circus album, 'Dangerous' has the same songwriters as bonus track 'Rock Me In' of Greg Kurstin and Coco Morier, and apart from the translated lyrics not much changed at all between it's recording and it's reinterpretation as 'Rock The Boat'.
17. LIZ - When I Rule The World
LIZ has been open about her love for Britney, from her confession that Brit taught her "how to be a popstar" to her obsession over every stan's favourite unreleased track, 'Mona Lisa'. But she got closer to Britney than she ever could have expected with her PC Music-inspired single 'When I Rule The World'. "I heard she wanted 'When I Rule'," she told The Guardian, apparently astounded that Britney even knew who she was. LIZ was ultimately so attached to the song that she had to fight for it to be her own release; and although the track definitely would have fit in with the 'Pretty Girls' vibe and aesthetic, we can't say we're sad that she won.
16. Leah McFall - Home (Feat. will.i.am)
Leah McFall was a runner-up on the second series of The Voice UK, where she was mentored by the infamous will.i.am - a man who was at the same time taking Britney under his wing on the other side of the pond. That's why it makes total sense for any record will worked on around that time to have been shopped around to both Brit and Leah, as happened with 'Home'. The track is typical will.i.am, complete with nonsensical lyrics, an overused sample and a tacky lyric video, so we can't say we're sad that Britney never jumped on this one; although with that said it would definitely be an improvement over 'It Should Be Easy'.
13. Jordin Sparks - Shy Boy/14. Jordin Sparks - Young and In Love/15. Jordin Sparks - See My Side
It might be hard to imagine winner of the sixth season of American Idol Jordin Sparks and Queen of the Lip Sync Britney Spears being offered the same tracks, but believe it or not it happened back in 2007. 'Shy Boy', 'Young and In Love' & 'See My Side' are a handful of tracks which were originally worked on by production team Bloodshy & Avant for Britney's long-awaited Blackout album; but after they didn't make it onto that album, they were passed on to label-mate Jordin Sparks for her self-titled debut.
'Shy Boy' and 'Young and In Love' aren't much of a loss: they both sound like the typical messy 2007 R&B demo that sprouted up in the wake of Timbaland's success, although undoubtedly they would have been improved by some of Britney's vocal stylings. But 'See My Side', which like 'Piece Of Me' was worked on by pop's fairy godmother Robyn, would have worked nicely alongside 'Why Should I Be Sad?' as a lullaby end to the Blackout album.
12. Jamie Lynn Spears - Follow Me
Remember Jamie Lynn Spears, Britney's little sister who made a name for herself on Nickelodeon show Zoey 101 before being fired for her unexpected teenage pregnancy? Well, she also sang the theme song for that show, titled 'Follow Me', which just so happened to be written by her big sister Brit and frequent collaborators Bloodshy & Avant. Weirdly the song was never officially released in full on any soundtrack album, although we did get an official instrumental as well as dozens of snippets of the song played throughout the show which has allowed fans to compile their own versions of the song. A demo also leaked in 2014, but it wasn't sung by either Britney or Jamie Lynn which makes Britney's writing credits and the original intent for the song a total mystery.
11. Rachel Stevens - Sweet Dreams My LA Ex
A reunion of 'Toxic' producers Bloodshy & Avant and songwriter Cathy Dennis, 'Sweet Dreams My LA Ex' was actually a pretty big hit for English popstar Rachel Stevens back in 2003, hitting #2 in the UK charts and selling 210 000 copies that year. Originally, like 'Everytime', the track was intended to be a response to Justin Timberlake's 'Cry Me A River', which was long rumoured to be about Britney; but when Stevens sang it, it was to break out from her role as a singer in S Club 7. Britney apparently passed on the track because she found the lyrics just a little too obvious, which is a real shame because the western R&B sound in the song would have worked perfectly on In The Zone.
10. f(x) - Chocolate Love/Girls' Generation - Chocolate Love
Another K-Pop convert, 'Chocolate Love' was first heard back in 2009 as a dual release for K-Pop supergroups f(x) and Girls' Generation. The song was used to promote the LG Cyon Chcolate phone in commercials, with f(x) jumping on the 'Electronic Pop Version' and Girls' Generation singing the 'Retro Pop Version'. Also worth noting is that f(x) alone recorded an English version of the song entitled 'Topbillin' Love', which was performed live during their international tour in 2010.
What's interesting is that this version of 'Topbillin' Love' was actually a throwaway track that had been written years before by Karen Poole as a demo for Britney which got rejected. Poole tried her hand at writing to the instrumental after Cathy Dennis's attempt, called at that point 'Phony Lullaby', was also rejected due to it's inclusion of lyrics Britney apparently found objectionable. Britney even tried her hand at writing to this instrumental alongside Michelle Bell, which resulted in the unreleased track 'Take Off', a song which discussed Brit's anti-war and anti-discrimination views. Cathy Dennis would later reclaim the song and morph it's instrumental into 'Sweet Dreams My LA EX', the Rachel Stevens hit mentioned above; but that didn't stop the K-Pop groups from reusing it's demo years later.
9. BoA - Look Who's Talkin'
'Look Who's Talkin'' is a song originally written by Britney alongside Bloodshy & Avant, Henrik Jonback and Michelle Bell in 2003 during the same sessions that produced songs like 'Chaotic' and 'I've Just Begun (Having My Fun)'. Later, it resurfaced on Korean superstar BoA's debut English album, also titled BoA, as the second single from the R&B-pop project. The Britney demo leaked just a little later on as 'Look Who's Talking Now', and features almost exactly the same lyrics and production; although the words are a little more meaningful coming from a popstar who spent a lot of her early life silenced by her record label or management. Britney's version of the song was probably never strong enough to be a single, but it could have worked well as an an additional track for the Chaotic EP.
8. Pitbull & J Balvin - Hey Ma (Feat. Camila Cabello)
'Hey Ma' was released last year for the The Fate of The Furious soundtrack album as a collaboration between Pitbull, J Balvin and Camila Cabello; but if things had gone differently, the song could have had a twist from the Holy Spearit. When it was originally recorded, 'Hey Ma' featured Romeo Santos and Britney in the Balvin and Cabello parts, with Britney cooing "If you touch me right, I might stay the night" over a Latin-inspired beat.
But when the song was pitched for The Fate of The Furious, the producers requested that they be replaced, presumably to appeal to a younger audience and capitalise on the Latin American vibe of the film. While we'd generally cringe at the idea of Pitbull releasing a song with with Britney (or Pitbull releasing any song full stop), we have to admit that 'Hey Ma' featuring Britney is an absolute bop, thanks to the fact that her version was leaked as a Christmas present to the fans. We can only imagine how great this song would have sounded in a mash-up with 'Change Your Mind (No Seas Cortés)' on the Piece of Me shows.
7. Orchestral Manoeuvres in the Dark - Pulse
'Pulse' was published on the ASCAP registry back during the In The Zone era as a potential candidate for Britney's album, but it didn't end up making the cut there. Instead, it was released in 2010 on the Orchestral Manoeuvres in the Dark album History of Modern. While we're unsure if anything was changed over that seven year period, we can definitely imagine Britney's vocals on the current version of the track, which has the same breakbeat R&B kind of style she explored on ITZ tracks such as '(I Got That) Boom Boom' and 'Me Against the Music'.
5. Kylie Minogue - Nu-Di-Ty/6. Kylie Minogue - Speakerphone
Britney and Kylie have a long history of working with the same producers and thus swapping tracks, with Kylie even turning down the demo that would go on to be a hit for Britney with 'Toxic'. "I wasn't at all angry when it worked for her," she said of the track. "It's like the fish that got away. You just have to accept it." Let's hope the feeling is mutual, because Kylie took two tracks that Britney worked on for Blackout for her own album X, both of which were produced by longtime collaborators Bloodshy & Avant.
'Nu-Di-Ty' is a quirky, fragmented pop song with a hint of R&B and tropicana which plays out like a more light-hearted version of Britney's own 'Freakshow'. While we don't have a Britney version of the track, she definitely did record one as some of her background vocals can be heard in the final version, and are even clearer when filtered out from the other vocals. Then there's 'Speakerphone', a precursor to 'Telephone' with a dreamy Euro-pop production which was definitely an album highlight. We've never heard anything of the Britney version of this one but it's safe to say she would slay it.
4. Kylie Minogue - Get Outta My Way
'Get Outta My Way' is not just one of Kylie Minogue's best songs: it's one of the best pop songs of this decade full-stop. The perfect slice of dance-pop for the summer season, 'Get Outta My Way' was originally shopped around to several artists including Britney, Alexandra Burke and Pixie Lott, and Wynter Gordon also wrote a song to the Cutfather-produced instrumental. But ultimately it was Kylie who nabbed the song, apparently due to the fact that the other potential candidates were too slow to respond. This is one of the few times where we're happy the song went to it's original artist: Britney's version of the track would probably have worked well on Femme Fatale, but Kylie needed the hit desperately and she put way more energy into the choreography than Brit could have at that point.
3. Nelly - Tilt Ya Head Back (Feat. Christina Aguilera)
The rivalry between Britney and Christina is basically a tale as old as time at this point, so it's no surprise that they'd both be put up for the same part on Nelly's 'Tilt Ya Head Back', which was a moderate hit when it was released back in 2004. Britney actually recorded vocals for this song, some of which were leaked in 2016; but according to producer Dorian Moore, her label nixed the idea of Britney collaborating with Nelly, finding the song "too urban". Janet Jackson was also considered before XTina took the final spot. It's not entirely surprising given that in 2004 Brit was still fighting for creative control with her record label, leading to the Original Doll saga that would begin her downwards spiral in 2007.
2. Selena Gomez - Whiplash
'Whiplash' is definitely not one of Selena's better known songs, and at the end of the day it is just album filler; but for a non-single track, it's surprisingly fun. Alternating between a silly metaphor-ridden chorus and a bouncy rap part spoken with an English accent, 'Whiplash' was highlighted as a standout track from When The Sun Goes Down and was performed on tour alongside a medley of Britney's own hits.
But if things had gone differently, the song may actually have ended up on Brit's comeback vehicle Circus. Britney wrote and recorded the song alongside Coco Morier and Greg Kurstin at the same time as she worked on 'Mmm Papi' and 'Rock Me In', but it failed to make the cut for unknown reasons. So far we haven't heard the demo of the song, which is a shame because I'm dying to know if the English accent was a Selena addition or if it was present in the original version as well. Judging by Englishney's raps in 'Scream & Shout', I wouldn't be surprised if that was something Brit came up with all on her own.
1. Rihanna - Umbrella
What more needs to be said about 'Umbrella', the monster hit which launched Rihanna's career properly and transitioned her from Bajan Princess to Bad Girl? Tricky Stewart, who had previously worked on 'Me Against The Music', wrote the track alongside The-Dream intending for it to be a comeback single for the troubled Spears; but when they sent the track to her label, it was rejected without Britney even hearing the track. After Mary J. Blige passed on it too, the song ended up in Rihanna's lap, at which time she utilised her accent to create that signature "ella ella eh eh eh" chorus which made the song such a hit. It's a credit to Rih that her stamp on the song is so huge that we can't even imagine Britney singing this one.
Which of these songs would you most like to hear Britney's vocals on? Let us know in the comments down below!
Editor's Note: This is an updated version of an article that was originally posted on 04/01/2018.