Britney's Just a Woman, But She Breaks Just Like a Little Girl

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 Brit 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 want 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, 'Grr.'"

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 midtempo 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."

In real life, Britney says, she cries pretty easily, and she admits to being "too sensitive." But when Britney had to cry on cue for Not a Girl, she found it wasn't easy to manufacture tears. "I really had to be sad all day," she says, hugging her knees to her chest as she shrinks into her chair. "There was one scene where I could not cry. And it was really bad because the cameras are on you and they're wanting you to cry, and every body's depending on you and it's the end of the day, and you're just like, `Man, can't get sad! What's with me?"'