Britney's next act: she conquered the teen pop world. But can Britney Spears succeed as an adult artist? It's not a given, as other young stars can attest. (arts).

Britney Spears, the pop star who brought sizzle to the schoolyard with glitter T-shirts and short shorts, strode onto a Milan runway recently in a $23,000 rainbow-spangled gown by designer Donatella Versace.

Spears, who turned 21 last month, was flaunting her inner grown-up, turning to the makeover queen of fashion for a quick fix.

It was the culmination of 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 session of dress-up to do the job.

Spears, who made her debut as a wholesome bubblegum star with a penchant for flashing her belly button, is caught in the typical trap 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 a leather outfit 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?"

TIME TO CHANGE

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

The teen-pop movement she led is "very five minutes ago," says Craig Marks, the editor of Blender, the music magazine. "She needs to come back with a new second act."

While 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 in 2001. For any other artist, 9 million would be a blockbuster, but for Spears it shows her popularity has seriously eroded.

Brandon Holley, the editor in chief of Elle Girl magazine, says she gets negative e-mail from hundreds of teenage readers, many of whom complain about her revealing outfits. "It's a Britney backlash," Holley says.

It is a pop-star crisis shared by a number of her peers, including Christina Aguilera, *Nsync, 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 loyal fans.

"The majority don't get to the next level," says Jonny Podell of Evolution Talent Agency, which represents young stars like Spears.

MUSICAL SHIFT

Spears has been challenged by a raft of grittier teen singer-songwriters. Dubbed the "anti-Britneys," they include the tough rocker Pink, the soulful Michelle Branch, and the skater girl Avril Lavigne.

Spears's personal life has also been troubled. Her parents divorced last year, and she broke up with her boyfriend, Justin Timberlake of *Nsync. Her aunt, with whom she is close, is being treated for ovarian cancer. So it was perhaps no surprise that, after her Dream Within a Dream tour, she took several months off.

"This is a girl who has been on the most unimaginably wild roller coaster ride for the last five years without a break," says Larry Rudolph, one of her managers. "She was going to stop being the public Britney Spears and start being the private Britney Spears."

During her break, her handlers say, she was trying to live like any 20-year-old--just one who has grossed $40 million to $50 million a year for the last four years. She was doing yoga and going shopping. She was not hanging at the mall but at the fashion shows in Manhattan and Milan.

The history of pop culture is thick with the stories of teen stars who aimed for longevity but saw their highflying careers evaporate. Consider Debbie Gibson, a pop princess of the 1980s, who has not had a big hit in more than a decade. She says she knows 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," Gibson says. "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."

Her very public maturation has been bumpy. In 1999, Spears posed for Rolling Stone magazine wearing short shorts in her childhood bedroom crowded with stuffed animals. A Mississippi group, the American Family Association, promptly called for a Britney boycott.

The epitome of reinvention for any diva-in-waiting is Madonna, who has changed her look and image time and time again over the last two decades and remained a top performer.

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," her manager says, but her next announced commitment is to a role in a movie about Nascar racing--hardly a vehicle for Oscar stardom.

TOO EARLY TO TELL

Spears's movie debut, Crossroads, has taken in more than $37 million domestically since it was released in February. Last year's On the Line, starring Lance Bass and Joey Fatone of *Nsync, earned just $4.3 million.

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

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