Cue up track six on the new Britney (Jive) and prepare yourself for the technicolor disco flashback of the year, swooning string section, chunky Nile Rodgers guitar riff, and all. The song's called "Anticipating," and it captures the most famous 19-year-old girl in the world at her guileless, sentimental best: "I'll be anticipating/This is our song they're playing/I wanna rock with you/You're feeling this right/Let's do this tonight." "Our song" may or may not be the disco-era Michael Jackson hit "Rock with You," but the tune's lyrical allusion and wide-eyed funk foundation sure do point in that direction. Which is nothing if not appropriate, since by the time you read this, Britney will almost certainly have knocked the first proper Jackson album in 10 years, Invincible (Epic), from the top of the charts.

It's a symbolic transition on a couple of levels -- not as many as when Nirvana's Nevermind (DGC) pushed Jackson's last album of new material, Dangerous (Epic), from the #1 spot in early '92, but still enough to raise the attention of megapop fans around the globe. The beleaguered Jackson has long been king of pop in name only; yet it's been years since a solo performer emerged with enough mainstream appeal to take his soft-drink-shilling place. Eminem's not gonna do it, so that leaves us with Britney, an outrageously telegenic and charming student of the '80s school of dance pop pioneered by Jackson and his girlie counterparts, sister Janet and arch-rival Madonna.

On Britney's first single, the Neptunes-produced tour de funk "I'm a Slave 4 U," she's up to the task. Premiered at the MTV Video Music Awards just a few days before the World Trade Center tragedy, it's a dark, cosmic sex jam with a whole lot of heavy breathing and brilliantly spare musical accompaniment. You can practically hear the revered young production duo giggling to themselves when Britney sings the "dirty" lines they penned for her: "What's practical, what's logical?/What the hell, who cares?" or, more to the point, "Baby, don't you wanna dance up on me?" It's a bold anti-pop move that only a star of Britney's magnitude could get away with, and it's enhanced by the kind of cleverly concealed hooks its closest antecedent, Madonna's "Justify My Love," sorely lacked.

The Neptunes contribute one other X-rated moment: "Boys," which weds the eroticism of prime Janet to the raw groove of one of their most famous productions, Ol' Dirty Bastard's "I Got Your Money." Britney pants along to the handclaps that flavor the song's rhythm track, cooing and whispering at her suitor to "turn this dance floor into our own little nasty world." The album's called Britney for a reason, but the Neptunes' playfully innovative arrangements cannot be ignored. And with "Lapdance" -- the debut single from their vanity project, N.E.R.D. -- currently making inroads on cheeseball rock radio (where everyone hates teenyboppers), they're having their cake and eating it too.

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 heartthrob 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.

Despite its lofty chart debut, Jackson's new Invincible has been the subject of widespread public ridicule -- most of which seems unfounded when you actually listen to the album. Produced largely by Jackson, Rodney Jerkins (Britney, 'N Sync, Backstreet Boys), and R&B legend Teddy Riley, it's a conservative yet respectable comeback after 10 years of ill-received B-sides and dance remixes. And considering the fate of that other Hollywood wacko who last put a real album out in '91 -- Axl Rose, who still hasn't gotten it together -- I'd say Jackson earns points simply for showing up.

The disc's finest moments recall the fun and innocence that marked his early solo career, and his voice sounds no worse for the wear. He starts off the first single, "You Rock My World," scoping for chicks with actor Chris Tucker; a smooth Jerkins groove kicks in after the yuks, and Jackson sings about puppy love as if it were '82. He may be play-acting, but it's a decent performance that's just as suited to today's middle of the road as yesterday's. The album opens in a more forceful style, showcasing Jerkins's neo-funk splatter and Jackson's legendary vocal tics over three standout tracks. Despite its title, "Invincible" is about a girl who's playing hard to get rather than the singer's stability in the face of his detractors (that would be "Unbreakable").

Jackson probably won't get very far in his attempts to lure a youthful audience -- using Jerkins didn't help the Spice Girls much last year, and it's not as if the producer were saving all his best stuff for Britney. But there's still hope for Michael in the far less lucrative adult-contemporary market, and that's where his formidable ballad skills come in. He calls in the back-up singers and turns down the lights on "Break of Dawn," an old-school bedroom jam that once again recalls his girl-crazy younger self. Jackson the humanitarian is alive and well too, rounding up a youth choir for a tender waltz dedicated to all "The Lost Children."

Like most 80-minute pop albums, Invincible gets a little tedious toward the end. There's a sleepy Babyface ballad, a sleepy R. Kelly ballad, and Jackson going on and on about his "Privacy" while a bunch of shutterbugs click frantically in the background. There's the obligatory Carlos Santana jam, which gets consigned to the end, just like the one on the Dave Matthews Band album from earlier this year. Still, there's a good ratio of ballads to dance tracks and one particularly well-executed segue between the weepy a cappella showcase "Speechless" and the bass-heavy "2000 Watts." Professionalism sometimes outweighs passion in Jackson's music these days, and his bizarre personal life may well have done irreversible damage to his popularity. But he hasn't lost his skills as an entertainer.

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Britney Spears plays the FleetCenter on Sunday December 9 and Tuesday December 11. Call (617) 931-2000.

Issue Date: November 16 - 22, 2001