Listen up, all you Backstreet Boys fans out there. Nick Carter, Howie Dorough, Brian Littrell, A.J. McLean and Kevin Richardson wants to warn you about Millennium, their new CD that comes out on May 18. When you give this brand-new album a spin in your CD player, don't expect to hear exactly the same type of pop tunes, such as "All I Have To Give" and "Everybody (Backstreet's Back)," that the Orlando, Florida-based babes performed on their 1997 debut album, Backstreet Boys. In the two years since they made that album, the Backstreet Boys say their musical style has evolved and matured into something way better than ever before. "Our new album shows the ways we've grown," explains 21-year-old A.J. "We're always trying to get better and better."

A.J. may be talking about the Backstreet Boys' music here, but he could just as well be referring to the guys' personalities, too. The sweeties from the Sunshine State have grown and evolved in many ways over the years. Just ask Fatima, the dance choreographer who has been teaching the guys their funky moves since they first became popular in the United States. "They're not as hungry anymore," she reflects. "In the beginning, they wanted to make it so bad in America." Now, instead of feeling anxious about whether or not people in the United States like their music, Fatima tells BOP that the guys are far more relaxed and comfortable.

But for Nick, worries that fans in the U.S. would dislike their tunes (as if!) weren't the only thing that made his tummy do flip-flops. "When we started, the other guys in the group were older," the 19-year-old cutie recalls. "But I had to go through my insecure moments with everyone watching me. I felt very vulunerable at times."

Luckily, his kind-hearted groupmates took him under their wings and helped him overcome his nervousness. "Brian always helped me a lot," Nick says gratefully. "He treated me like his little brother and looked after me." Now, praises 24-year-old Brian, "Nick is very adult-like. He's very mature."

Nick has even outgrown the sneaky tricks he used to play on the Backstreet Boys. A few years ago he got a kick of pranks like putting itching powder on his unsuspecting groupmates. Now, Nick's said, "I've kind of grown out of that." So, does that mean Nick has become totally serious? Nope! He may be more mature, but this silly boy hasn't lost his mischievous sense of humor. "I've still got that in me." he's grinned.

While the past few years have calmed and matured Nick, they've given Howie a deeper appreciation for his family. The 25-year-old dreamboat admits that he never realized how amazing his family is until he hit the road with his groupmates. All the time he spent away from his parents, Hoke and Paula, and his siblings, John, Polly, Angie and Caroline (sadly, Caroline died last year of lupus, a disease that attacks the immune system), made him think about how lucky he is to have such a supportive and loving family. "When I was growing up, my dad was so busy working that I didn't think he was a big part of my life," Howie recalls. "But over the past few years, I can say me and my dad are getting lots closer. We try to hang out a lot more."

In fact, this smiley guy hangs out with all of his family members more often now. "I spend all my time off with my family, because more than anything else, I miss them when I'm on the road," he reveals. How sweet is that? No wonder his nickname is Sweet D!

Brian can totally relate to Howie's feelings for his family. "I really miss my family when I'm on the road," confesses the Kentucky-born cutie. Like Howie, B-Rok tells BOP that his travels have taught him not to take the good things in life, like family, for granted. "You have to appreciate the finer things in life," he believes now. "You have to live your life to the fullest and enjoy every day."

Aside from this positive view of like, Brian's travels over the years have also given him a new fascination for history. "When I was younger, I used to read my history books and think, 'Why do I need to learn this? Who cares?'" he remembers. "But when I left the U.S. and saw different cultures and customs--it's amazing! I go back in time, just traveling down the highway and seeing castles in those places."

While the group's globetrotting may have sparked a new interest in history for Brian, it has inspired 27-year-old Kevin to do some serious soul-searching on spirituality. "I grew up in a very conservative, strict Christian church back in Kentucky," explains this dreamy dude. "But now I've come in contact with a lot of different ideas. I've been around the world and I've learned about all different kinds of faiths. So I've been checking things out and trying to find what I truly believe for myself." Kevin says that exploring new and different ways to express his faith has totally strengthened his spiritual side. "I know I believe in God," he declares.

All the Backstreet Boys' travels have definitely gotten A.J. interested in spirituality, too. "I'd love to go to Tibet and see the temples and be at peace," says the tattooed wild child. "I think it would be very interesting and soothing for the soul."

But more than making him more spiritual, A.J. tells BOP that his years with the Backstreet Boys have made him a smarter, more savvy businessman. "We went backstage and met the Temptations once and they said, 'There are two words in "show business." Make sure that while you're doing your show, you're keeping an eye on your business--and be really careful,'" he recalls. "That is very the true. The more you're involved with the business aspect and planning things out, the more you're in control of your own destiny." That's why A.J. says that ever since they first got together he and his groupmates have gradually started taking control of their careers. They write and produce songs themselves, supervise all the Backstreet Boys memorabila and make major decisions on the direction of their careers. That's impressive when you consider that they guys were clueless newcomers to the music industry back in 1993. But with a smash hit CD in the bag and fans around the world counting down the days until their new CD debuts in stores this month, it's clear that time--and experience--have made the Backstreet Boys better than ever! KTBPA!

Nick Carter may be so mega-busy bouncing around the globe with his Backstreet Boy buds--Brian Littrell, Kevin Richardson, Howie Dorough and A.J. McLean--promoting the highly anticipated May 18 release of their new CD, Millennium, that it would be totally easy for it to slip his mind that his four loving and super-supportive siblings back home in Florida (actually, his sibs and parents are in CA)want to see him, too. But nope, 19-year-old Nick assures, it's a top priority for the blondest Backstreet Boy to have a brotherly bond with his sibs. "We are all really close," the blue-eyed guy gushes.

Making sure he keeps in touch with his sisters, 17-year-old Bobbie Jean, soon-to-be-13-year-old Leslie and 11-year-old Angel, while he's away is super-important to him. But keeping in contact with his li'l bro and fellow pop star, 11-year-old Aaron, whose 1998 self-titled debut CD features the singable singles "Shake It" and "Crush On You," is a bit more difficult, Nick concedes. "This year Aaron was away from home more than me," he exclaims. Nevertheless, Nick adds, "Aaron and I are best buddies."

Not only that, but Nick is Aaron's biggest fan! And you better believe the famous Backstreet Boy is using his starpower to support his baby bro's career. "I really want to become involved in his career," he says. "I have already got some more song ideas for his second album, including a deut that we'll do together."

But boosting Aaron's sales isn't Nick's main motivation for being involved. After all, Nick joined BSB almost eight years ago and he knows how ruthless and cutthroat the business can be. "I feel very protective toward Aaron, especially now, since he is also making records and doing shows," Nick admits. "I want to protect him from all the pitfalls of the business and protect his childhood for as long as possible." How sweet!

But don't think Nick's sisters are feeling left out. "I have already helped my sisters get into better schools," Nick says. Plus, he adds, "B.J. [Bobbie Jean] wants to go into modeling or acting, and I will help her wherever I am through contacts I have made."

Nick says Bobbie Jean has already strutted her stuff in a German music video, and, can you believe it, another Carter might be making a music video of her own in the future! "Leslie has one of the best country music voices I've heard," Nick praises. "She is my personal protègè and I will look after her career myself. I have already written a song for her." (Lucky girl!)

However, don't up and rush to your local music store--you won't find the Carter collaboration in stock just yet. "I think she needs to mature a bit more before starting a singing career," Nick expresses. "And she needs to concentrate on her school at the moment."

Concentrating on school is what his youngest sis and Aaron's twin, Angel, is doing. "At the moment she wants to become a teacher," Nick happily informs. So does it bum him out she's isn't jonesing to be in the biz? "Not at all," he smiles. "Angel is the most easygoing person I know. She is just so happy for everyone else, and I know she'll continue to support all of us." Sounds like she shares that super-cool quality with you, Nick!