It's All or Nothing for the members of O-town as Making The Band continues to chronicle their fast-paced lives, drama-filled loves and rise from struggling singers to pop superstars -- " (by Shawna Malcolm)

Ah, the glamorous life of a teen idol...

This particular November day began with Ashley Parker Angel, O-Towns resident heavenly blond, disguising himself in sunglasses and a hat in an attempt to sneak past a group of giddy girls who were waiting for him in the lobby of his New York hotel (it didnt work). Then came a morning full of teen zine interviews and a quick sound check for MTVs epicenter of Gen-Y cool, Total Request Live, which O-Town will cohost and perform on later today. By the time the carefully coiffed boy band made up of Angel, 20; Jacob Underwood, 21; Erik-Michael Estrada, 22; Trevor Penick, 22; and Dan Miller, 21arrives in a dimly lit room on the 29th floor of MTVs Times Square offices, its barely 12:30, yet they already look beat. Theyve been allotted 40 minutes for lunch (and not a second more), although nobody but the dreadlocked Underwoodwho immediately grabs a sandwich from the deli trayseems eager to chow down. Instead, as they converge around a small table, Estrada and Miller rest their eyes, Penick halfheartedly check out a TV thats been left on and Angel attempts to take care of a little personal business.

Big mistake.

Where did Ashley go? barks the groups tour manager, Mike Morin. Underwood shrugs. He just had to go to the bathroom.

This hardly seems to make Morin happy. He scowls and begins anxiously pacing the room until the momentarily MIA O-Towner returns. I swear, right now we feel like the busiest group in the world, says Angel. Because were on tour, were always in a different place. I never know what were doing or where were going. I dont even look at the schedule anymore because its too depressing. Theres no downtime.

Its been a week since the group hit the road as the opening act for the queen of teen pop, Britney Spears. Its their third tour this year and, according to Penick, its really hot.

On our summer tour, we were the headliner and we [were playing], like, 6,000-seat places, says Estrada, perking up. And now were playing to, like, 20,000 people a night.

Not bad for five guys who were complete unknowns a mere two years ago. The brainchild of boy-band impresario Lou Pearlman (he also put together N Sync and the Backstreet Boys), O-Town came into being after thousands of hopefuls auditioned during the first season of ABCs reality series Making The Band. Faster than you can say overnight success, the groups first single, Liquid Dreams from the platinum self-titled debut discentered the Billboard charts at No. 1 in January. Its follow-up, All or Nothing, was the breakout ballad of last summer (the video even routinely trounced N Syncs and BSBs videos on TRL). And the pop act shows no signs of slowing down in 2002: Theyll ring in the new year performing at MTVs New Years Eve bash, while MTB will jump from ABC to the music network when the series returns for its third season January 19. Such momentum is even more impressive considering its come at a time when teen pop has started to show its age. O-Town came around toward the end of the boy-band splash, as the whole phenomenon was losing steam, says Chuck Taylor, senior editor at Billboard. But their material was strong enough to defy the odds.

The musical act isnt about to take its success for granted. The first time AON hit No. 1 on TRL, Miller and Penick were on a rare vacation in the Bahamas. We were in the middle of a basketball game with these Bahama dudes, Miller remembers. When we heard [the news], Trevor and I were, like, hugging each other and jumping all over the place. The Bahama guys were, like, What the hell?!

It was awesome, adds Penick. It was really, really hot.

By 3 P.M., the crowd gathered outside MTVs Time Square studios has grown feverish. While a good percentage have come to see Michael Jackson and Enrique Iglesias both will also appear on TRL todayits hard to ignore the O-Town fans. Some, like Tasha Lazbobsky, 16, have traveled from as far away as Vancouver, Canada, to catch a glimpse. Others, like 18-year-old New Jersey resident Kari Culver, have come bearing gifts. Im an O-Town artist, she says intently. Shes holding a large placard on which she has sketched each member of the quintet.

Erik is my favorite drawing, she says, but I dont have, like, a favorite member. Everyone always ask me that, and its like, I cant choose!

More decisive is Jessical Hurlye, who, clad in a white strapless prom dress, hopped on a train from Connecticut at 8 this morning for a chance to propose to her favorite O-Towner via poster: Marry me, Trevor! Im 18, she says with a giggle, so Im legal.

Like many fans, these girls first got into O-Town not through their music but through MTB. While O-towns critics and peers have derided the group for being manufactured for TV, its fans view the groups reality-TV roots altogether differently: For them, the show has served as the ultimate backstage pass, a chance to observe every triumph and stumbling block on the boys rise to fame. The fact that it also affords them the opportunity to spy on O-towns love lives particularly Angels on-again, off-again relationship with hometown honey Shelli certainly doesnt hurt. (For those of you keeping track, Angel and Shelli are currently on again, Underwood remains devoted to his childhood sweetheart and the remaining three heartthrobs are single.)

O-Town wasnt totally sold on the idea of a third season. While it has gained exposure from the show, the guys were eager to focus solely on their music. When the third season came up, we were just like, How long is this going to go on? admits Angel. At some point, you just want some things to be private.

Eventually, O-Town was persuaded to do another season, on a couple of conditions. First, the shows cameras will no longer be on 24/7 (that means considerably fewer shower shots, girls). And for the first time, the boys are able to screen episodes before they air and veto anything they think represents them inaccurately. When we first did the show, there was a lot of stuff that was taken out of context says Estrada. People who dont even know [us] were piecing the show together, and some of the story would get lost.

Estrada recalls one such story line with indignation: [In season two] I happened to get sick, and now everyone thinks Im this sickly little Tiny Tim kid, which is not the case. But thats what TV does. Its unfortunate, but we work through it.

MTBs producers understood O-towns concerns. We recognize that they are not the five unknowns guys they once were when we first started [the show], says executive producer John Murray. Theyre artists now. Theyre going to be a little more controlling because they now have so much to protect.

But lest you think MTB will now be all about Making the Band Look Good, never fear, says executive producer Mary Ellis Bunim: O-Town understands the audience wants to have a glimpse into whats really happening to them as a result of this rise to fame. This season, look for early episodes to focus on the groups songwriting efforts as well as a weekend getaway with their respective girlfriends.

3:30PM inside the TRL studios. A petite, middle-aged blond woman is watching the festivities with all the excitement of on of the fans outside. When host Carson Daly introduces O-Town, she screams at the top of her lungs and claps so furiously that her hands turn bright red. She is Penicks mom, and she has flown all the way from Rancho Cucamonga, California, to be here today. Penick immediately spots her and gives her a little wave. Besides Trevor, Dans my favorite, she confides, unprompted. He reminds me of Trevor, but hes more responsible.

When the group starts dishing about touring with Spears, Underwood reveals that the teen diva requires a whopping 21 semitrailers to tote her elaborate set. You know, you dont need all that stuff if you can really sing, Penicks mom whispers.

7:20 PM. Its mere minutes before O-Town will take the stage at Nassau Veterans Memorial Coliseum on Long Island, and a few girls have asked Shelli, who is sitting back by the soundboard, for a picture. It was the baby-doll voiced Shelli who provided MTB with its choicest sound bite of the first season, when, during a temper tantrum on the beach, she yelled at Angel, I hate you!

Today shes wearing an itsy-bitsy white midriff top, skintight jeans, mile-high platforms and enough mascara to put Tammy Faye to shame. Around her neck dangles a blue VIP pass, which the girls eye enviously. Ok, smile. Shelli flashes a fleeting, plastic grin. The girls thank her, but as they walk away, one of them mutters under her breath, @#%$.

By the time the guys take the stage at 7:30, though, all is forgiven. Immediately, the overwhelmingly female audience unleashes a wave of deafening screams, which dont seem to cease once during the 45-minute set. For anyone who watched O-Town perform on the early days of MTB, this performance is a revelation. The guys are confident, charming and (gasp!) actually decent singers. They are five very gifted guys, and they shouldnt be lumped into any category, says the man who signed the band to its record deal, the legendary Clive Davis. Initially, everybody is doubtful, but if you see their live show, these guys are the goods.

The girls in the audience certainly seem to think so. When AON begins, they immediately sing along, waving their little blue and green glow sticks in unison. When the song ends, the members of O-Town stand still for a beat, just taking in the moment.

I understand the people who stereotype us, Angel will say later. Id probably do the same thing. But theres something special here. All five of us feel it. And were out to prove people wrong.