this video requires that you log in to verify that you are of the appropriate age . part hyperkinetic pop - culture joyride — nods to everything from films like " caged heat " and " kill bill " to seizure - inducing japanese television and the color - drenched photography of david lachapelle — part electric dance extravaganza , " telephone " is nine - plus minutes of everything you could possibly love about gaga ( and beyoncé , who , we 're sure you know by now , co - stars in the clip ) , only amped up to the nth degree . from there , we get glimpses of gaga 's life behind bars — make - out sessions in the exercise yard ( where she is inexplicably wearing sunglasses made out of half - smoked cigarettes ) , the occasional catfight in the commissary — and then , after nearly three minutes of introduction , gaga takes a phone call and the song finally begins , first with just some gentle electronic notes and lg 's tender vocals , then morphing into a stuttering electro - pop stomper , complemented by a dance sequence ( gaga and her inmates strutting and climbing dressed only in studded underwear , fishnets and stiletto heels ) that 's sure to make the censors rather nervous . there are opening and closing credits — it 's important to know that the video was written by gaga and director jonas åkerlund , after all — elaborate , over - the - top ( or barely there ) costumes , and a whole lot of celebrity cameos . please confirm that you wish to view this video . please confirm that you wish to view this video . this cost money , this took time , this was a work of love and blood and sweat and tears ( and a whole lot of hairspray ) . the following content that is inappropriate . she is stripped of her impossibly shoulder - padded dress and left nude , while the other inmates howl , and as the guards shut the door behind them , the one cracks to the other , " i told you she did n't have a di-- " ( a joking nod to those nasty hermaphrodite rumors , of course ) .