The music video for the "What Goes Around... Comes Around" was produced as a short movie. The video was directed by Samuel Bayer, who had first directorial works with Nirvana's 1991 single "Smells Like Teen Spirit". The video features dialogues written by Alpha Dog writer and director Nick Cassavetes, who had previously worked with Timberlake in the film. Timberlake and Bayer enlisted American actress Scarlett Johansson after deciding on using "real" actors.
The shooting went for three days between Christmas and New Year's Eve 2006 in Los Angeles.The dawn scene was shot on January 8, after the original sessions were done.
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