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Ms. Spears, who turns 21 on Dec. 2, was flaunting her inner grown-up, turning to the makeover queen of couture for a quick fix. "She wanted something sophisticated and glamorous," Ms. Versace said.

It was the culmination of Ms. Spears's two-month intermission from work, ostensibly to relax but in reality to begin the process of refashioning herself for a new career. It will take more than one body-hugging dress and some nude chiffon to do the job.

Ms. Spears, who made her debut as a wholesome bubblegum star with a penchant for sweetly flashing her belly button, is caught in a vicious conundrum of fame acquired young: the qualities that made her accessible and popular as a teenage star may be precisely the ones choking her career as an adult, leaving her looking like an unseemly parody as she tries to become a grown-up recording artist.

After her appearance in leather regalia at the MTV Video Music Awards in August, Steven Cojocaru, a fashion critic for People magazine, wrote, "Was Spears planning on doing a Village People tribute?"

Ms. Versace, who says she has known Ms. Spears for two years, said: "She understands that she has to change. We had a long discussion about it."

The movement she led, said Craig Marks, the editor of Blender, the music magazine, is "very five minutes ago."

"She needs to come back with a new second act," he said.

While Ms. Spears has sold 52 million albums worldwide in the last four years, sales have nose-dived, from 24 million for her first album, to 19 million on the second, to 9 million on "Britney, " which was released last November, according to her manager. For any other artist 9 million would be a blockbuster, but for Ms. Spears it shows her popularity has seriously eroded.

Her appeal with listeners on radio is waning, too. Tom Poleman, program director for Z-100 in New York, perhaps the most influential Top 40 radio station in the country, said his station played the sultry 2001 single "I'm A Slave 4 U" fewer times than any of her previous singles. "We played it, but it didn't have as much staying power," he said.

Brandon Holley, the editor in chief of Elle Girl, said she gets e-mail from hundreds of teenage readers about Ms. Spears, whom the feminist author Camille Paglia once described as "Lolita on aerobics."

"They are really tired of that sausage-casing look, that busting out all over the place, and they are very anti-midriff right now," Ms. Holley said. "It's a Britney backlash."

It is a pop-star crisis shared by a number of her peers, including Christina Aguilera, 'N Sync, the Backstreet Boys and a host of Britney clones, as they try to make the often hazardous shift from teen idol to adult superstar without alienating their loyal fans.

"The teen pop thing is mostly synthetic," said Jonny Podell, a co-founder of Evolution Talent Agency, which represents Ms. Spears and other young stars. "The majority don't get to the next level."

Ms. Spears has been challenged by a raft of grittier teenage singer-songwriters who play guitar and wear dime-store T-shirts and ties instead of snug bustiers.

Dubbed the "anti-Britneys," they include the tough rocker Pink, the soulful Michelle Branch and the skater girl Avril Lavigne, young women who eschew the overt yet out-of-reach sexuality Ms. Spears has cultivated. Ms. Holley said Ms. Lavigne and Ms. Branch in particular have replaced Ms. Spears among her readers.

From the looks of things, the Britney backlash has been picking up speed. A Web site is devoted to tracking what appears to be the fluctuating size of her breasts. Two executives who have worked with Ms. Spears said they were dismayed to see insinuations in the tabloids that she is facing a Mariah Carey-like emotional breakdown.

Her personal life has also been troubled. Her parents divorced this year, and she broke up with her boyfriend, Justin Timberlake of 'N Sync. Her aunt, with whom she is close, is being treated for ovarian cancer.

"She is not having a breakdown," said Larry Rudolph, one of her managers. "This is a girl who has been on the most unimaginably wild roller coaster ride for the last five years without a break," Mr. Rudolph said. "She was going to stop being the public Britney Spears and start being the private Britney Spears."

Her handlers say that over the last two months she has been trying to live like any 20-year-old — albeit one who has grossed $40 million to $50 million a year for the last four years. She has been doing yoga and going shopping. She is not hanging at the mall but at the spring fashion shows in Manhattan and Milan. (In Italy, Ms. Spears selected several Versace outfits and received the usual treatment accorded big celebrity guests: the designer paid.)

Ms. Versace — who also restyled Baby Spice and Chelsea Clinton — invited the singer to spend five days as a guest of the Versaces at their villa on Lake Como. She is not confused about the need for change, Ms. Versace said. "She's very, very sane."

Next week, Ms. Spears will return to the recording studio in Los Angeles, "looking at new ideas," Mr. Rudolph said. "She knows she will be changing."

There are no set plans for the next album, but Mr. Rudolph said Ms. Spears might take a more overtly sexual approach, echoing songs on her recent album, like "I'm a Slave 4 U" and "Boys."

Her break was probably well-timed, said James Harris III, the producer known as Jimmy Jam, who has worked with Ms. Carey and Janet Jackson. "The thing I found is an artist has to have a chance to live life. As we saw with Mariah, if you don't shut down it gets the better of you."

To be sure, pop culture history is thick with the stories of teenage stars who aimed for longevity but saw their high-flying careers evaporate.

Consider a pop princess of the 1980's, Debbie Gibson, who continues to record albums although she has not had a big hit in more than a decade. She now performs as the more grown-up-sounding Deborah, an acclaimed musical theater actress.

Ms. Gibson said she knows Ms. Spears and believes her challenge is to decide how sexual she wants to appear on stage.

"She's got this Jekyll and Hyde thing going on," Ms. Gibson said. "She plays with her image. And audiences can take that to mean that that is your real character 24 hours a day. The public sometimes doesn't get that the image is just not you. It's a marketing tool."

Ms. Spears almost missed adolescence altogether. At 11, she moved to New York with her mother and younger sister, leaving her father and brother behind in Louisiana, to join the cast of "The Mickey Mouse Club." There, she met Mr. Timberlake, a fellow member, who later joined 'N Sync and dated Ms. Spears.

But in 1999, Ms. Spears posed for Rolling Stone magazine wearing short shorts in her childhood bedroom in Kentwood, La., crowded with stuffed animals. A Mississippi group, the American Family Association, promptly called for a Britney boycott.

Unlike Ms. Aguilera, who made her debut at 18 and whose new album, "Stripped," will be released this month, Ms. Spears did not make sex a part of her act.

Ms. Aguilera's first video from "Stripped" makes Ms. Spears's "I'm a Slave 4 U" "look like play school," said Atoosa Rubenstein, the editor in chief of Cosmo Girl magazine.

The epitome of reinvention for any diva-in-waiting is Madonna, who has offered herself to audiences dressed as a Marilyn Monroe platinum blonde, a nun, a mistress of sadomasochism, a Vargas pin-up, a cowgirl and, on a recent cover of Vanity Fair, a World War II flyboy.

"It takes an extraordinarily confident individual to be secure and allow for change," said Lyor Cohen, chief executive of Island Def Jam Music Group, who last spring signed Ms. Carey to a three-record deal. "That is why Madonna is successful. She embraces it."

Unless Britney can match Madonna's endless morphing, the most celebrated diva of Generation Y may become a one-era wonder. She has been visiting with Hollywood film executives and is eager to expand into movies with "A-list stars," Mr. Rudolph said, but her next announced commitment is to a role in a movie about Nascar racing — hardly a vehicle for Oscar stardom.

Few divas — no matter what age — succeed on the big screen. The 1992 Whitney Houston vehicle "The Bodyguard" is the recent gold standard against which singers aspiring for Hollywood riches measure themselves. It earned $122 million at the domestic box office, according to Nielsen EDI, which tracks ticket sales. Even Jennifer Lopez, a critically acclaimed actress as well as singer, has not done as well.

Ms. Spears's movie debut, "Crossroads," has taken in $37 million domestically since it was released in February. Last year's "On the Line," starring Lance Bass and Joey Fatone of 'N Sync, earned a paltry $4.3 million, roughly the same as Ms. Carey's bomb, "Glitter," which earned $4.2 million.

The real barometer of how Ms. Spears can expect to fare in her second act may be months, not years away. Many record executives are closely watching how new albums by Mr. Timberlake, now a solo artist, and Ms. Aguilera, who bared more pierced skin than usual on MTV recently, fare. Both albums have roots in hip-hop, rather than traditional pop.

Mr. Marks, of Blender magazine, said, "How Justin and Christina do will be an indicator of what Britney faces."

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She says, "It was really cool. The biggest surprise was that she could actually sing. In real life she has a beautiful voice."

"I don't understand why people don't like her. She's got a great edge to her too. She's like, 'I'm not perfect. Accept it.' I think that's great."

Manning also says that Britney's schedule makes it hard to spend time with her.

She says, "We hung out every day when we filmed and a little bit after we worked. She's really busy though, so you can't just pick her up and go out for lunch."

"You have to plan it in advance and organise a bodyguard to come along too. It's a bit of an ordeal."

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According to sources, the 20-year-old "Boys" beauty has struck up a relationship with Carter, who is the youngest member of his band - as is chart rival Timberlake.

Timberlake, 21, and 22-year-old Carter have also recently embarked on solo projects.

Sources say that Britney and Carter "met up at a few places in Los Angeles and New York" over the past few weeks, including one night in LA when they "went out to eat and back to Brit's home".

Although Spears' spokeswoman, who also represents Carter, denied the date, a source close to the blonde singer tells American magazine US Weekly that they've had a few dates and to "not be shocked to hear they're more than just friends".

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Adams says he's sick of songs that criticize modern men and portray them as chauvinistic monsters.

He explains, "I wanted to write a song in defense of men. There are romantics who don't think about panty lines and don't talk s**t about women.

"Just because Britney can't find one doesn't mean that I'm supposed to be chastised for it."

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"I think I may just go to Los Angeles and record a little bit. But other than that I just plan to hang out," Spears told Reuters before taking her seat in the front row of Versace's spring/summer 2003 fashion show.

"It's like a dream come true being here right now," said Spears, who in August decided to take six months off after a giddy four years of fame.

She first hit the charts in 1998 with "Baby one more time," then shot to success with three top-selling albums, several magazine covers and an advertising deal all by the age of 20.

Versace said her new outfits were inspired by Spears' all-singing, all-dancing, all-acting success, but that the girl who first shot to fame in school uniforms needed a break.

"She needs a vacation. She's worked so so hard for so many years. She's a young girl and she's a little tired," said Versace, lounging on a black sofa next to the singing sensation.

Earlier Spears, who famously vowed to remain a virgin until her wedding night and has been the center of has-she-hasn't-she speculation ever since, posed for photographers in a sequined dress translucent enough to show every curve of her bottom.

"My clothes are very young and rock and roll -- Britney things," Versace said, dressed head-to-toe in black.

"I'm incredibly flattered," the blonde singer gushed in reply. "You are so sweet! You let me into her home and you're so nice!"

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