The star-studded music video was directed by Tony Kaye ("Runaway Train
," "Dani California
"), but the idea came from Justin Timberlake. The concept came to him while he was listening to Cash's album with producer Rick Rubin while on a break in the recording studio. When they got to this track, Timberlake told Rubin - who also produced American V
- the video should feature celebrities wearing Cash's signature black as a tribute to the late singer. Nearly 40 stars appear in the black-and-white clip, including Timberlake, Iggy Pop, Kanye West, Bono, Chris Martin of Coldplay, Chili Peppers Anthony Kiedis and Flea, Adam Levine, Keith Richards, Sheryl Crow, Graham Nash, Mick Jones, and Johnny Depp, among others.
Footage was shot in New York, Los Angeles, London, and Amsterdam, and features close-up shots of the black-clad celebs, whose expressions capture the emotion of hearing the song (some of them, like a teary-eyed Shelby Lynne, for the first time). "Each person got to design their own moment," Rubin told MTV. "But Tony was looking more for the instant emotional impact than a pre-planned skit. Nobody was asked to lip-sync, so pretty much everything was spontaneous."