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Britney Spears Breaks Just Like a Little Girl: Rolling Stone's 2001 Cover Story

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Unlike the almost Amazonian stature she seems to have onstage, in real life Britney is itty-bitty — a pint-size gal with a waist Scarlett O'Hara could envy. She has a natural beauty that even the best photographs of her don't reveal. Today, she has her lashes clumped with mascara, her eyelids rimmed in gray eye shadow and her honey-blond hair sprouting into a messy ponytail suspended in a state of perfect disarray on top of her head. She's wearing inky-blue jeans that ride low enough on her hips that her aquamarine thong peeks out teasingly in the back. Her green ringer T-shirt stretches tightly across the chest whose endowment has caused such controversy. From where I stand, they look real.

"Real" is very important to Britney. Her upcoming movie, tentatively titled Not a Girl, is, in her estimation, "really real." Sarandon is one of Britney's favorite actresses because she "has a realness about her." And one of her biggest pet peeves, she says after a moment's thought, is "fake people." Being "real" gives Britney the kind of self-assurance that most young women struggle for years to acquire. "Honestly," she says, lowering her voice to a conspiratorial whisper, "I know this may sound really silly, but when I was younger, I was never really insecure. At all. Never. Now I get insecure sometimes when I go places because people expect celebrities to look a certain way. And there are mornings I wake up and my butt feels fat. But I've learned that it doesn't matter what other people think of you. You just...be. All I can do is be who I am and hope people like that."

After making a quick coffee run with Rob and her assistant Felicia, Britney enters Westlake Audio ready for business. Today, she's working on a song called "Before the Goodbye," one of the many new tunes she has helped to write. Her collaborator on this number is California techno artist Brian "BT" Transeau, whose most notable previous foray into the pop world was producing and co-writing 'NSync's "Pop," the first single from the new Celebrity.

BT, a gregarious surfer dude with a self-described "Nick Rhodes circa 1982" haircut, is seated at the sound-board with his sandals off and his chubby pug dog, Presley, sprawled on his lap. He instructs the engineer to play back different versions of the song's first verse as Britney sits quietly behind him, listening. "Though you're near/Still, I want to make it clear/Love, I will always be around," go the lyrics to the section under scrutiny. Britney's sultry vocals sound near perfect in every version played, and her voice is stronger and more confident than you might expect. "It's so hard to do vocal comps with Britney," BT says with a laugh. "Every take is so good. It's easier to do this with a bad singer." Cocking her head to the side, Britney appreciatively coos, "Aw, thanks, BT."

Britney recruited BT to help her make a record that would be edgier than her previous two, funky and danceable. "I wanted this album to be more hip-hop and R&B-influenced," she says. Swedish producers Max Martin and Rami, as well as R&B mainstay Rodney Jerkins, still contribute their share of tracks. But, in addition to BT, song-writing credits will go to hip-hop production duo the Neptunes, Dido and Britney's boyfriend, Justin Timberlake.

"It's pop music, but it's definitely different," Britney says. "I've changed, and it reflects how my tastes in music have changed. I think if you keep challenging yourself to do something different, people will see that and like that. But it's up to me to change. And I can't sing the same kind of thing all the time. That would bore me."

In the future, Britney says, she'd love to learn to produce her songs as well as write them. "Being in the studio a lot, I've been really inspired about beats. You get on the little machine," she says, searching her brain for the technical term for BT's G4 laptop, which is outfitted with a sophisticated drumbeat program. "I got on the machine the other day. When you first get on it, you think everything you do sounds good. And I was playing around, and I was feeling it, and I look around and everybody's like, 'Yeah, yeah, yeah, it's good, Britney.' And I started thinking, 'Oh, Britney, this probably sounds like such shit.'"

For now, she's left the beats in the hands of the experts. The Neptunes-produced "I'm a Slave 4 U" is equal parts Michael Jackson and Technotronic, the characteristic dirty funk the duo has perfected on hits by Jay-Z and Mystikal. "In the past her records have been very squeaky-clean and crisp," says the Neptunes' Pharrell Williams. "I want her fans to rediscover her all over again. I want them to say, 'That's Britney Spears?'"

Britney says the song is about being a slave to music, but, like Jackson's "Rock With You," the lyrics are soaked with double-entendre. Panting and whispering seductively, Britney delivers lines like, "I'm a slave for you....I really wanna do what you want me to." The music backs her up with a woozy-sounding thicket of bump-and-grind beats. ("We're not in Kansas anymore," says David Stamm, one of Britney's reps at Jive Records.)

"Before the Goodbye" combines bristling electronica with an explosive disco chorus, and BT describes his other contribution, "'Till I Say So," as an "upper-midtempo new-school break-beat track, with guitars and live drums and some of my crazyass stutter edits." BT has been making his own underground techno records for eight years, and he says that working with Britney has been a welcome challenge. "My concern was giving her something that was comfortable to sing, but at the same time I wanted to do a really banging and experimental track," he says. "So while we're thinking about what it is that we're trying to say in the song, I'm thinking about, 'Oh, man, I'm going to go between these dopeass Timbaland beats and progressive house, and it's going to be the shit.'"

"It's Madonna with 'Vogue,' and it's 'NSync with the two-step stuff," says Barry Weiss, president of Jive. "In the same way those things were a positive reinvention, that's what we think will happen with Britney."

Reinvention wasn't Britney's goal when she started working on the album. After she finished filming Not a Girl in May, she found herself with more free time than she'd had in years. "I didn't know what to do with myself," she says. "Sometimes when I get really down like that, I just sing and get the guitar out and go with it." Justin has been teaching Britney to play an acoustic guitar, and she hopes to be able to use her guitar on at least one song during her live HBO performance on November 18th. "My fingers are too small!" she hollers, bursting into a fit of giggles. "I'm very impatient. I want to be able to learn now. I hear Justin play something and I'm like, 'Grrr.'"

Writing lyrics has come more naturally. "Usually I'll be in the tub and I'll just sit there until I come up with something," she says. "Or I'll be out with my girlfriends and an idea will just hit me, like, in a club. Or me and my boyfriend get in a fight and I get off the phone and I'm just pissed. It's good for me to sit there and write stuff out. If you want to know how I feel, you look at this album. It's like a whole diary for me."

So what's in Britney's diary? "Before the Goodbye" addresses the pain of missing someone who hasn't even left yet. It's a problem this perpetually road-bound girl has encountered constantly during the past few years. She admits that being apart from Justin — who lives at her house with her when he's in L.A. — is one of the biggest bummers she deals with.

In "Overprotected," a funky mid-tempo number co-written with pop guru Max Martin and his partner, Rami, Britney talks about feeling smothered and babied. "Say hello to the girl that I am," she croons. "You're gonna have to see through my perspective/I'm gonna have to make mistakes just to learn who I am/And I don't want to be so damn protected." It's not her mother, Lynne, whose apron strings are too taut. Rather, Britney says, it's the handlers watching over her career who occasionally treat her condescendingly. "People are always wanting to know every detail about where I go, and I always have to have bodyguards with me," she says. "It's sometimes like they're insinuating that I can't do things on my own, and it's like, I can! I know they mean well, but I don't like people treating me like a little girl."

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