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Following the radio success of the band's cover of George Michael's "Faith", the band was determined to record the follow-up to their first album in order to show that they weren't a "Korn ripoff" or a cover band; the band began writing an album which dealt with issues deriving from their newfound fame. Producer Terry Date, known for working with Pantera, White Zombie and Deftones, was chosen by Limp Bizkit to produce Significant Other. Guitarist Wes Borland stated of Date's production, "he doesn't get overly involved at the 'music' end of things. He's a producer who fools with sound and sonically makes everything perfect. He gets sounds that translate really well on tape and pretty much completely captures what we do, perfectly." The band immediately began recording after the conclusion of the Family Values Tour, despite the insistence of Interscope Records that the band take a break after it.
Significant Other is the second studio album by American rap rock band Limp Bizkit, released on June 22, 1999 by Flip and Interscope Records. It saw the band expand their sound from that of their 1997 debut Three Dollar Bill, Y'all to incorporate further metal and hip hop influences.
An early version of "I'm Broke" was recorded for Three Dollar Bill, Yall$, but was left off the album because of how different the song sounded from the rest of that album's material. The melody for "Trust?" originated from a melody played in rough form in early 1998, during the Ladies Night in Cambodia tour. In response to claims that the lyrics of Three Dollar Bill, Yall$ were misogynistic, Durst toned down his lyrical content on this album, which he described as being more lyrically mature. Fred Durst's breakup with his girlfriend inspired the songs "Nookie" and "Re-Arranged".The band allowed Durst and DJ Lethal to explore their hip hop influences by recording with Method Man. DJ Premier of Gang Starr was brought in to produce the collaboration. The band wanted to record "a track that was straight hip-hop", according to Borland. The song was originally titled "Shut the Fuck Up", but was retitled "N 2 Gether Now" for marketing purposes. Durst also recorded a song with Eminem, "Turn Me Loose", which was left off the album. Durst also recorded a song with System of a Down's vocalist Serj Tankian named "Don't Go Off Wandering". Serj's vocals only appeared on the Demo version of the song where he sang the Bridge and Ending Chorus but his vocals don't appear on the album version of the song. The band also collaborated with Korn vocalist Jonathan Davis and Scott Weiland of Stone Temple Pilots on "Nobody Like You". Weiland would frequently visit NRG studios and help with the recording, vocally coaching Durst. Staind singer Aaron Lewis provided backup vocals on the song "No Sex", while Scott Borland, Wes' brother, played keyboards on "Just Like This", "Nookie", "Re-Arranged", "I'm Broke", "9 Teen 90 Nine" and "A Lesson Learned".
Significant Other climbed to No. 1 on the Billboard 200, selling 643,874 copies in its first week of release. In its second week of release, the album sold an additional 335,000 copies. The band promoted the album by appearing at Woodstock 1999 and headlining the year's Family Values Tour. Fred Durst directed music videos for the songs "Re-Arranged" and "N 2 Gether Now".
Violent action sprang up during and after Limp Bizkit's performance at Woodstock '99, including fans tearing plywood from the walls during a performance of the song "Break Stuff". Several sexual assaults were reported in the aftermath of the concert. Durst stated during the concert, "People are getting hurt. Don't let anybody get hurt. But I don't think you should mellow out. That's what Alanis Morissette had you motherfuckers do. If someone falls, pick 'em up. We already let the negative energy out. Now we wanna let out the positive energy". Durst later stated in an interview, "I didn't see anybody getting hurt. You don't see that. When you're looking out on a sea of people and the stage is twenty feet in the air and you're performing, and you're feeling your music, how do they expect us to see something bad going on?" Les Claypool told the San Francisco Examiner, "Woodstock was just Durst being Durst. His attitude is 'no press is bad press', so he brings it on himself. He wallows in it. Still, he's a great guy."Durst saw the band as being scapegoated for the event's controversy and later stated that the promoters of Woodstock '99 were at fault for booking his band, due to their reputation for raucous performances. While the performance was the subject of much controversy, the violence did not affect sales of Significant Other. The video for "Re-Arranged" would refer to the controversy, with the band being shown on trial for the events of the concert.
Describing the album's music, Allmusic's Stephen Thomas Erlewine said that it contains "flourishes of neo-psychedelia on pummeling metal numbers and there are swirls of strings, even crooning, at the most unexpected background." While the band was opposed to solos, they allowed John Otto to perform an extended drum solo in the middle of "Nobody Like You". Scott Borland wrote string melodies for "Don't Go Off Wandering".The band also recorded interludes featuring celebrity cameos. The first was "Radio Sucks" with MTV VJ Matt Pinfield, in which he rants about "pre-fabricated sorry excuses for singers and musicians who don't even write their own songs" before praising Bizkit for helping launch a musical revolution. The second, "The Mind of Les" featured Primus bass player and singer Les Claypool in what begin as an album intro. Les stated, "I came in and they wanted me to write some sort of intro for the record. I got stoned and got in front of the mic and started babbling and they ended up not using the intro and using that instead."
Significant Other received high commercial sales, peaking at number one on the US Billboard 200. Critical reception was favorable, with many responding well to its unique sound and the band's performance, which was considered to be an improvement over the band's debut. The album has sold at least 16 million copies worldwide.
Significant Other received largely favorable reviews from critics. Entertainment Weekly reviewer David Browne wrote, "Significant Other isn't simply modern rock; it's postmodern rock." Robert Christgau gave the album an honorable mention and noted the songs "Just Like This" and "N 2 Gether Now" as highlights of the album, writing, "Give their image credit for having a sound." AllMusic's Stephen Thomas Erlewine called the album "considerably more ambitious and multi-dimensional" than the band's previous album, Three Dollar Bill, Yall$.In later reviews of the album, About.com's Tim Grierson gave the album 4 out of 5 stars, calling it "A buzz saw of bad attitude, metal guitar and white-boy rapping, Limp Bizkit's breakthrough album, Significant Other, is unapologetically rude and immature. But perhaps more importantly, it also rocks very, very hard." Rolling Stone and its album guide awarded the album three and a half out of five stars. A less favorable notice came from author Martin Charles Strong, who gave the album 5 out of 10 stars in his book The Essential Rock Discography. In 2014, Revolver magazine said Significant Other was "one of the great guilty-pleasure hard-rock albums of all time", and listed it as one of ten essential nu metal albums "you need to own."