 " Inside Out " is a song by American recording artist Britney Spears , included on her seventh studio album Femme Fatale ( 2011 ) . It was written by Lukasz Gottwald , Jacob Kasher Hindlin , Mathieu Jomphe , Max Martin and Bonnie McKee whilst production was handled by Dr. Luke , Max Martin and Billboard . Musically , " Inside Out " is a pop song with influences from dance-pop , disco and electro-pop , and it contains a " danceable " chorus with a " sexy " and " playful " feel. The song's lyrics describe a love affair, and the singer is " inside out " for her lover