As for Britney, she's all grown up and playing the sex card more convincingly than ever – as the photo of her in trailer-trash chic on the album cover attests. But she's still got her schmaltzy side, and the pretty, unadorned ballad "I'm Not A Girl, Not Yet A Woman" is probably the best slow dance she's ever recorded. Adult-pop bore Dido makes up for Shania Twain's underwhelming compositional turn on the last Britney album by cribbing lyrics from Shania herself (I'm just trying to find the woman in me"), and teen-pop demigods Max Martin and Rami draw an understated curtain of acoustic guitar and piano over the drum track from Shania's "You're Still the One." Britney's vocals still aren't going to win any contests, but she takes this song to heart, and it shows in her performance.

The early-'80S Joan Jett classic "I Love Rock 'n' Roll" is such a natural for Britney that she does it as straight-up karaoke, with synthetic beats and erstwhile turntable scratching thrown in for good measure. Super Bowl halftime shows aside, she hasn't "rocked" this hard since "(You Drive Me) Crazy," and the girl-power lyrics and fuzz-guitar coda that pump the song up make it a guaranteed concert highlight. And since the boy she spies dancin' there by the record machine is only 17, there's an extra cheap thrill to be had: Britney, of all people, is a cradle robber!

As 'N Sync showed on their recent Celebrity (Jive), the secret to making a great megapop album is to explore new styles without abandoning that all-important sugary foundation. Britney isn't quite as ambitious as Celebrity, but by that definition it's an unqualified success. Producer Rodney Jerkins contributes both "I Love Rock 'n' Roll" and the disc's second-most-rocking tune, "Lonely," a guitar-driven kiss-off that ends with Britney rapping her way out of some guy's life. Martin and Rami up the tempo once they're done with "I'm Not a Girl, Not Yet A Woman," but none of their other three efforts matches that one's saccharine shine.

Britney is writing more and more of her own lyrics these days – that includes "Anticipating" and the equally lovestruck "That's Where You'll Take Me." Her primary songwriting collaborators, Josh Schwartz and Brian Kierulf, are the album's unsung heroes: rooted in pure pop more than in R&B, their melodies are a perfect foil for the singer's daydream crushes. Her real-life crush, 'N Sync heart-throb Justin Timberlake, shows up on the final track, "What It's like To Be Me," which he wrote, produced, and sang back up on. "You don't know what it's like to be me," sings Britney over a standard 'N Sync hard-R&B track – a fitting refrain for the most glamorous young couple in America.

We don't know what it's like to be Michael Jackson, either – not that many of us would want to these days. In the current cultural landscape, Jackson is a strange combination of his disgraced '90s self and his godlike '80s (and '70s, for that matter) self. His face looks really weird, and his reputation still suffers from the personal scandals and the lackluster musical output that troubled him last decade. Thriller (Epic) will never go out of style, and to kids like Britney and Justin, he practically invented MTV and everything that's good about pop music. But it's unlikely his image will ever be fully rehabilitated.

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Related: Slideshow: Britney Spears at the Garden, Slideshow: Katy Perry at House of Blues, Slideshow: Kelly Clarkson and Lady Gaga, More more >
  Topics: Flashbacks , Madonna (Entertainer), Britney Spears, Entertainment Awards,  More more >
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