The middle-aged man grabbed the compact disc off the rack and stared briefly at the sexually clad woman on the cover before flipping over the disc and studying the song titles on the back.

He scanned the titles for a few seconds, as if deciding whether this would be an appropriate purchase.

Not that he had much of a choice.

"She had to have it," Charles Gaffney of Trevose said early Tuesday afternoon after buying the new Britney Spears record, "Britney," for his 14-year-old daughter. "She's in school today, so I had to rush over here and get it. I guess it's a big deal to get it first."

The release of "Britney" finds the almost-20 pop princess attempting to shed her bubble gum image in favor of a funkier, nastier, sultrier persona, complete with sexually suggestive (though not explicit) lyrics and even - gasp! - a mild expletive ("And I don't want to be so damn protected.")

But after selling more than 22 million copies of her first two albums and setting a record for a female artist when her sophomore effort, "Oops ... I Did it Again" sold 1.3 million copies in its first week, is it wise for Spears to mess with her phenomenally successful formula?

Wise or not, the teen queen insists it was time to grow up.

"I just want my fans to see me in a different light than they have ever seen me [in] before," she said during a press conference last week to promote her current North American tour (Spears plays Philadelphia's First Union Center on Dec. 10). "The music I am singing right now is such a reflection of me and who I am."

It's too soon to tell how Spears' new image will play with the teeny-bopper crowd, but based on the buzz - or lack thereof - surrounding the release of "Britney" Tuesday, she might have reason to worry. At the Neshaminy Mall, Sam Goody sold between 30 and 35 copies in its first five hours of business. The store opened an hour early but moved just three copies in the first hour.

The mall's other record store, fye, sold exactly one copy through four hours.

"It's OK, but it's not her," Sam Goody assistant manager Nibio Downer said while "Britney" played on the store's sound system. "I think she should have stuck with what she's doing. I guess she felt like she had to grow up."

Scott Landis, 24, of Bensalem, was one of the first customers to purchase the album Tuesday. He said he needed it for his job as a disc jockey but acknowledged he's also a fan.

Landis believes Spears could ultimately derail her career if she doesn't hang on to her pre-pubescent fans.

"It's not going to work," he said of the new look and sound. "If she doesn't appeal to the same people she always appealed to, she's not going to sell as many copies. By the time girls turn 16, they're not Britney fans anymore. They're more into Blink 182 and Sum 41 and bands like that."

Landis does not believe Spears' new image is appropriate for young fans. He thinks her latest video, "i'm a slave 4 u," might force parents to have second thoughts about buying "Britney" for their young daughters.

Gaffney acknowledged some apprehension about buying "Britney" for his daughter.

"She's a little tomato, no doubt. I'm not condoning how she dresses," he said "But the main thing is, you're always worried about the content. When I hear some of the music out there now, some of those raps songs condoning violence, that I don't let into my house."

Told that Spears uses the word "damn" on the album, Gaffney said, "Well in today's time, that's pretty low key."

At least some of Spears' "grown-up" audience seemed ready to embrace her new image. Fans Melissa Lawrence, 18, and Jenna Hennessey, 16, were in Sam Goody by 11 a.m. Tuesday to purchase their copies of the disc.

"I think it's great," said Lawrence, who listened to the album on-line before purchasing it. "I wish I had the body to go out there and do something like that and dance and sing like she does.

"Everybody changes. I think she's just going for it personally. She's out there to please herself, not everybody else."

Not everybody has an opinion on Spears' new sound. The way fye employee Pam Rothman sees it, Spears is a blight on the musical landscape no matter what image she tries to project.

"I see all these 12-year-old girls out there, all dressing like her with their eyeliner and halter tops and blasting her music, and it's just wrong," Rothman, 18, said. "She's everywhere. She needs to stop setting a bad example.

"I saw one of the songs on her new album, 'I'm Not a Girl, Not Yet a Woman,' and I'm like, 'just shut up already."'