By: MIM UDOVITCH
It is October, and Britney Spears is wearing a white peasant-style top that leaves her famous midriff bare and a pair of taupe terry-cloth pants - an outfit that is both practically suited for the dance rehearsal she is currently on lunch break from and aesthetically suited to her radiant, innocently shameless harem-girl-meets-hoofer appeal. She's in her dressing room at Florida's Lakeland Civic Center, where the final phase of tour preparation, complete with rotating stage, bungee action and eight backup dancers, has landed. Britney is sitting on a black leather sectional sofa, in the semitwilight of numerous candles and strings of white Christmas-tree lights, along with some draped lengths of dark fabric, some ostrich feathers arranged in vases and an entertainment console that has a picture of her boyfriend, 'NSync's Justin Timberlake, and a joke trophy naming her most likely to get work when tour is over on top of it. All these things impart a general ambience that is in sync (as it were) with her ensemble: sort of like Delia's catalog meets I Dream of Jeannie.

Her new record, Britney, is a somewhat bumpier-and-grindier production than the two previous ones - a little heavier on the sexy-girl side of her image, a little lighter on the girl next door - and for the first time Britney shares writing credits with her producers, a mix of pop and hip-hop maestros ranging from Max Martin to Rodney Jerkins and the Neptunes. "I've been influenced by a lot of hip-hop and R&B recently, just because that's the kind of music I listen to," she says. "Jay-Z and Alicia Keys. And that's why I wanted to have a combination. So I just wanted to play around with it a little bit. And because I wrote some, it feels more personal, and it goes really good in my show also, because I've never had a song before that I wrote that I've been able to perform. So right now, when I'm doing rehearsals, it feels really cool."

In person, sweet, diminutive and speaking in the down-home singsong of her native Kentwood, Louisiana, she is - bare midriff notwithstanding - much more the girl next door than the sexy girl. ("I was ready to die!" she'll say of a trip a few days earlier to a haunted house at the Universal Studios Hollywood Theme Park. "I was kickin' Justin in the back, sayin', 'Move!' and he was sayin', 'Baby, I can't - the line has stopped.'") But as she points out, onstage is the place to express what you may not be in real life. "I like sad songs, too," she says. "But I'm not a sad person."

And with reason: Her first two records have sold a combined 40 million copies so far, and she has a multimillion-dollar contract with Pepsi. By the end of 2001, in addition to recording and releasing her third record, she will have turned twenty, filmed her first movie, Not a Girl, and performed live from Las Vegas for HBO. In short, she's got nothing to prove, except that hers is a star quality that is not, as Britney true-believers have always known it wasn't, dependent solely on the decisions of her handlers. "Seriously, this is the most control I've ever had over my life," she says. "And it was just a matter of me talking it out and getting my point across."

When you write a song, how does that start for you? With a word, or an emotion, or what?

Really, I get inspired by anything: It can be me riding on an airplane or just having a conversation with my mom. But mostly the whole recording process, for me, it was kind of up in the air, because it was new to me, so I didn't have a formula or anything. Mostly I would come up with the melody, and they would come up with the tracks. For "Anticipating," they came up with the melody and I came up with all the words. And for "Cinderella," the inspiration was just the beat of the song. It had such attitude, we thought that lyrically it should have a lot of attitude, too. And I thought of Cinderella, just because of girls having that label on them, of having to be Miss Cinderella, and in the song she's like, "No, I'm not gonna be that, I'm not gonna be your little doormat from now on."

And why did you decide to cover "I Love Rock N' Roll"?

There's a karaoke section in my movie. And I actually sing karaoke all the time, and when I do, I sing "I Love Rock N' Roll," so it just made sense. And actually, doing the show, it's one of the funnest songs for me to do, because it's such a girl-empowering song. It's a song for a woman to be very in charge and very sexy at the same time.

Where do you do karaoke?

Oh, in this hole-in-the-wall place in L.A. I have the funnest time when I go there, because the owner of the place will start serving us drinks, whatever we want to have, and he'll have these little homemade sandwiches - they're kind of ghetto, but they taste really good. And nobody there is looking at anybody. Everybody's just there to have a good time. Last time we went there, Olivia Newton-John was there. It was her kid's sixteenth birthday, and they were getting up and singing my songs, so I got up there and sang "You're the One That I Want." And Olivia Newton-John looks exactly the same as then. I mean, she's aged a little bit, but she looks gorgeous, absolutely stunning. And her daughter did "Hit Me Baby" and "Crazy" and stuff like that. It was very cute.

Now that you're writing lyrics, who are some lyricists you admire?

I love Eric Clapton. "Tears in Heaven" I think is brilliantly done. And Sting, he writes amazing stuff. "Fields of Gold" is one of my all-time favorites. But there are so many. Oh, my gosh! India.Arie! Hello? What am I thinking? The way she writes songs is really heartfelt. I just love her stuff, and the positive message that she sends out there is very cool. And as far as fun stuff? Prince. I always want him to come out with another album.

What's your favorite Prince song?

"Raspberry Beret" . . . no, "Little Red Corvette."

Hmm. Well, that's also an excellent karaoke song. But kind of raunchy.

Yeah. But raunchy's not bad.

This was the year of mutual reciprocal T-shirt tribute between you and Madonna. How'd that come about?

I had on one of her shirts first, and I guess she saw it. So she wore one of my shirts. And I thought that was a joke at first, and I was like, Boohoo, waaah. But then she said in an interview that she thought I was really cool. Then I met her at one of her first shows, in Pittsburgh. First, her little girl walked in, Lola - oh, my God, so beautiful, the most beautiful, breathtaking, she's gonna be a heartbreaker. So she walks in in her cute little dress, and she's with her assistant or whatever. And Lola goes, "Will you tell her? Will you tell her? Will you just tell her?" And I was like, "Tell me what?" And she goes, "Just tell her that I have all her dolls, and all of her watches." And I was just like, "Oh, my gosh, she is so cute!" Then, seriously, I meet celebrities all the time, and for the most part I'm really cool. But something came over me when I walked into Madonna's room. I was so nervous. I was really nervous. And I walked in, and oh, God, what I said was so stupid - I know she must have been like, "This country bumpkin has just come into my room," but I said, "I feel like I should hug you." And she was like, "Ooo-kay." So I gave her a really big hug.

Were you a Madonna fan when you were growing up?

Oh, yes, I was a real big Madonna fan. Oh, gosh. I remember listening to "Vogue" for the first time. It was such an inspiration. I was like, "I wanna be her." I thought she was brilliant. And Janet's video for "If." I saw that, and I admired it and wanted to be like her. They're such powerful role models. They so had their own identities, each in their own ways.

Do you feel like you should be a role model for powerful women?

Mm-mm. No. Because once you label yourself a role model, people start judging you, saying you should be this way or that way. And I do not like that at all. When I'm onstage? That's my time to shine and perform and go there. But when I'm offstage, I'm just like everybody else.

It's like Charles Barkley says: Parents should be role models - I play basketball.

Yes. And honestly, now everybody talks about my clothes and how I'm dressing - but when I was younger, you know what? I went into my mom's closet, like we all did. We put on our mom's clothes and we dressed up. It was our time to daydream and fantasize, and I think if kids can't do that, that's terrible. You're supposed to allow your kids to dream. And it's up to you as a parent to explain to your kid what imagination is. That's what a movie is, that's what being a performer is. It's being in your dream world. I think that's an escape for a lot of people, and I think it's a beautiful thing to have. And I think parents should explain that to kids.

What is the thing people could do that would insult you the most?

Oh, well. The press can talk about my clothes, talk about my hair, anything, and I don't care. Seriously. Sometimes I'll wear retarded things just to see what they'll say. That's the fun thing about being a celebrity, you know? But when they start talking about my performances, saying, "That was lame," that will hurt.

And, just out of curiosity, what was something that you wore on purpose because it was retarded?

Oh, when I went to the Billboard Awards, I wore this orange hat and this orange coat and fishnet stockings and boots, and it was, like, so ugly. It was so out there, kind of pimplike. And I was like, "I'm going to wear it, I don't care." And of course my mom was like, "You're wearing that?"

And what did the press say?

They put me on the worst-dressed list.

You said earlier this year that you had learned a lot in the last two years. Like what?

I used to take things so seriously, in such a bad way. Now I've realized that I can have a lot more fun, and I've learned not take myself so seriously. When I was younger, I was always a serious child. I really was. Very serious. And I think my boyfriend's helped me to break that habit. He's just a complete goofball. Before, I had fun, but I was just very [makes serious, determined face] about everything. Then, just recently, I realized that if you can't have fun, why do what you're doing? And my priorities have changed a little bit, too. In that I love what I do, but it's not my life. My family, my God and my boyfriend: That's my life. I do this because I enjoy it.

And Justin has helped you access your inner goofball?

Yes. Well, I've always been really goofy - it's just that he's expanded on that, on just being silly. Just being so silly that it's not even funny that it is funny. Just spending more time with each other and cracking each other up, just doing imitations and cookin' and makin' faces.

What's your best imitation?

Oh, not me. Him. He can imitate anybody. I don't do imitations. I like your shoes, by the way.

Thank you. You can get them at Trashy Lingerie in . . .

. . . in L.A. OK. I love Trashy Lingerie. When you go there, sometimes if you go through everything, you can find some really cute shirts, not just lingerie. And it's kind of cheap, too.

And you'll be the only girl in the store who's not a stripper.

And they'll take clothes and they'll fit 'em for you. Or they'll take and design something for you. But you can't have too many pairs of black heels. And those go good with jeans, too.

And furthermore, I was watching AMC's special on Marilyn Monroe where they show the footage from "Something's Got to Give," the movie she was making when she died, and when they show her wardrobe tests, there's one where she is wearing these exact shoes with a bathing suit. It was originally a pool shoe.

Oh, that's cool! But I have something to tell you about Marilyn Monroe. My accountant, he went to an auction for her, and he bought a pair of jeans of hers and gave them to me. So I have a pair of Marilyn Monroe's jeans.

Well, you outclass me in the owning-things-worn-by-Marilyn contest. And who outdoes us both is Mariah Carey, because she has Marilyn Monroe's piano. Let's see. . . . What would you say to people who say of you, "Oh, she's all constructed by other people, she's just selling sex"?

First, I think it's a great thing to be sexy. I think it's a beautiful thing to be sexy, and I think women should be proud of their bodies. And if I wanna show my belly in a video or show a little bit of cleavage, I just don't see anything wrong with that.

What about people saying you are put together by others?

That's just stupid. They think that people come in and put my clothes together or put me together? I come up with the concepts for all of my tour ideas, all of my videos. It's just so lame that people would say that. I don't understand why they would think that in the first place. When I first got signed to the record label, honestly, I was sixteen years old - I didn't know what I was doing. And they did help me A&R my record. But after it was done, when they tried to tell me what clothes to wear, I went out and got my own stylist. For my first photo shoot, I remember they even got a certain hair person to come in and do my hair, and they totally whacked my hair up. And I was pissed, and ever since then . . . I'm not even gonna say any names, but my production manager at the record label called and said, "Oh, you have to have a makeup artist with you on the road." And I wanted to do my own makeup! They were trying to boss me around and get me to do all this stuff, but I did everything. Then more recently, with the second and third albums, I began to take more control of the music aspect of it. I don't know if that's a good thing or a bad thing. But I'm doing the music I like.

What did they want you to wear that you didn't want to wear?

Little-girl clothes. Just like, stuff from the Gap. And . . . when I went to school, I would buy my clothes at TWL - that's like a dollar store. But I always looked cute. I would never wear somethin' cheesy. So I was like, "Hell, no." If it feels wrong, you have to say. I guess, at first, because I was young, the record label was probably trying to take ahold of me, to be hands-on. But that was just in their initial reaction.

You seem like you're kind of a girl's girl. Would you say that's true?

For sure, I'm a girly-girl. I try to tell J I like basketball and stuff like that, and he says, "No, you're a girly-girl. Trust me."

By "J" you mean your famous boyfriend?

Yes.

OK. But I didn't mean girly-girl. I meant you're a girl who likes girls. You have a lot of female fans and female friends. And a lot of girls don't.

But why would women hate women?

Lots of reasons. You don't know girls like that, girls who are girl-hatas?

Honestly? I remember leaving school in the ninth grade, and I started home-schooling. And that was right when girls started kind of getting competitive and stuff. And I remember my cousin calling and telling me about stuff like that that was happening at school. And I was always like, "Oh, my God! She did that? She was our best friend!" I guess I kind of missed that stage in high school. But I do see what you're sayin'. I do. And that's so lame. Because honestly, don't you feel more comfortable when you're with girls? I mean, oh, my gosh, I love my boyfriend and everything, but I just talk and talk to my girlfriends. And to my dancers. I love them.

What would you say was the high point of your year?

Probably going to Destin, Florida, and partying with all my friends on vacation. Filming my movie - oh, my gosh - that was very cool. And going to my sister's dance recital, back home in Louisiana. She sang in it. She sang one of the songs that I sang when I was on Star Search, called "I Don't Care." She had a headset and everything - it was so cute. And it was beautiful, because for once they can all feel good about themselves. I like talent competitions. But not beauty competitions. I don't think you should have a judge tell your child she's beautiful or not. But a talent show, for some reason, it's different. It's like they're expressing themselves.

Two more questions: Do you have any New Year's resolutions for 2002?

Oh, geez. To spend more time with my boyfriend.

And . . . this whole year changed after what happened in September. What are your thoughts about that?

I was on a plane going to Australia when it happened. So I didn't really understand what was going on until I got off the plane. The first thing I did was call my brother, because he lives in New York. And it was just devastating. My brother is twenty-five years old, and he was crying. So I left there immediately. I wanted to see my family, and I stopped the trip because I just wanted to go home, and I was like, "I can't freakin' promote an album right now." And . . . I don't know. Honestly, as tragic and horrible as it is, I think it's really made people get in touch with themselves. And I have faith in our country. I think that America is the best country in the world, and I have faith that they'll take care of us. I really do.

So you're not scared of the future?

I don't want to be scared. I can't walk on pins and needles. So I just have to pray. I just have to pray every night.