Some basic stuff: Released on November 5th, 2001, it became her third album to debut at #1, becoming the first female artist in history to do so. To date, it has sold over 5 million copies in the U.S. and over 12 million copies worldwide (source). This record was received positively, with critics complimenting her change in sound and maturity in lyrics as well as her increased creative control.
Tracklisting as it appears on the European edition.
1. I'm a Slave 4 U - For the 1st single off her new album, Britney turned to a decidedly hip-hop vibe, which is right in line with the The Neptunes' style. Pharrell Williams and Chad Hugo, also of the group N.E.R.D., produced and wrote this sexy number. There's sparse amounts of actual singing on this, Britney relies on sexy breaths and some spoken word verses, but it works with the song. The beat is different from anything she had previously released, with a Middle-Eastern vibe on the instruements, which include some drums, claps, video-game synths, and techo buzzes. It's worth mentioning that all vocals here were preformed by Britney. Though she was a few months shy of turning 20, she turned up the sex on this album, shocking some parents, but hey, she had to grow up sometime. - 9/10
2. Overprotected - The album version of this song was the 2nd single in U.K., Canada and Australia and received a Grammy nomination in the U.S. for Female Pop Performance, as were her previous albums' lead singles. Max Martin and Rami teamed up to write and produce this song, and the production has some cues from their previous work with Britney, the choir-background singers, and the intro to the song employs a steel-y melody that reminds of the openers to "Oops!...I Did It Again" and "...Baby One More Time", but they have matured their sound, it's less bubblegum pop and more matured. On this song, she tells us what she needs: "time, space, love" and what she doesn't: "I don't need nobody tellin' me just what I'm gonna do about my destiny", echoing the theme's in her previous album. This song is one where I wonder if it had more bearing on her life than at first glance, and she's a lot more direct in this song, making it clear she's talking about herself. - 10/10
3. Lonely - Here, we get a taste of the albums first Darkchild production, and it does have a hip hop flavor that screams Rodney Jerkins. This is also the first track we see written by Britney, with co-writing by Darkchild and what I like to refer to as the Dream Team, Brian Kierulf and Joshua Schwartz (not the guy behind The O.C.). I completely love all the work they have done with Britney, and in my mind they are responsible for this albums distinctive sound. So, we get a cool beat to start, with some sharp, fast guitar twangs sprinkled with electronic bleeping synths and Britney's layered vocals, "Stronger"-style. There's some hard electric guitar on the chorus, really driving it home to leave her alone, and the bridge is my favorite part, with her shifting into stripped down instruments over a light military drum beat, and using sugary-sweet vocals, but not for long, she breaks the mood by crying "what's a girl to do?". Here, she's dealing with a guy who is wasting her time, and as she said in her previous album, "don't knock on my door". - 10/10
4. I'm Not A Girl, Not Yet A Woman - Recalling the theme introduced in the first single, "all you people look at me like I'm a little girl", she turns introspective on the 2nd U.S. and EU single, 3rd in U.K. and Australia. As the official song of "Crossroads", Britney's debut film role, the the release of the singles were timed with the film release. Co-written and produced with Max and Rami, they also employed the help of singer Dido while writing the number. The song starts with a nice stripped piano melody over light drum brushing and guitar strums, which is a bit of a departure from Max's previous productions, but they don't stray for too long, as the background singers kick in and wind chimes sparkle here and there. Some AutoTune used (2:26) but again, this is a song that she can nail live, check her on her "Dream Within A Dream" tour. I would classify this as an uptempo ballad, and sadly for me, even changining the feminine pronouns to masculine ones, it's a song I can only sing when alone. You should check out the music video for this song too, IMO, the Marines ripped it off. - 9/10
5. Boys - Here we see The Neptunes return with another sexy number. I remember being a bit surprised at the lyrics on this song, this is her most adult song on this album, saying "get nasty" almost as much as the songs title. I appreciate the hip hop vibe that brings out her breathy, deep vocals, it fits the vibe of the song, and like "Slave", they were all performed by Britney. This song is very similar to the albums first single, due to having the same producers, but the lyrics are different enough to change the vibe of the song. The song has another silky-smooth bridge that features a flash of uplifting vocals, that remind me of Aladdin; "let's fly into the night...head towards the stars". Closing the song, she makes one of the most profound statements that sums up all her songs about boys; "can't live with em, can't live without em". - 7/10
6. Anticipating - She changes pace from sex-song to bop-diddy. Picked as the 4rd single for France only, the song is pretty 70's disco inspired, and has her singing about anticipating hangin' out with her guy. Another Dream-Team number produced by Brian & Joshua also has Britney listed as a co-writer. Hands down the most teen-pop song on this album, she nonetheless makes it fit into the album themes: "gotta turn me on and make me feel sexy". The instrumentation in this song is pretty neat, featuring spacey synths, xylophone action, wind chimes, funky guitar, piano and some rapid strings, it's a feel good song for sure. Vocally, she reverts back to her previous albums' filler tracks, using some AT on the background vocals (0:55 "rock with you") and working just hard enough to put her signature spin on the song. - 7/10
7. I Love Rock 'n' Roll - 4th single in Aust, Canada and Europe, except for France who received "Anticipating", Britney's only cover on this album is of Joan Jett's 1982 hit song. It has the rock-edge, but production from Darkchild and Corey Chase make it a modern smasher. With 11 people credited as background singers, one would think Britney's voice would get lost, but they don't kick in until the pre-chorus, and they stay on through the chorus and give a "bar-full-of-people-singing" vibe, which is appropriate as the setting is a bar, I think, though Britney kinda pedo's out on a 17 year old guy who says "can I take you home" so who knows where she is. The emphasis of this song is not on the rock n roll, but on the sexiness of Britney's voice, and similar to her Darkchild produced "Satisfaction" cover, it get's a bit repetitive, and ends with the chorus being repeated over and over, but that's also where some magic happens, as Britney ditches the background singers to do her own thing, and it reminds of her great lilting voice. - 7/10
8. Cinderella - Written by Britney, Max and Rami, the latter 2 producing, this up-tempo song is about Britney feeling like Cinderella in a relationship, and she's "had enough", which seems to be a reoccurring theme, but she quickly apologizes "I'm sorry for running away like this", and then proceeds to bitch some more about her demanding beau. It's a little back and forth, but after a bit of a creepy spoken-work interlude produced, again, "Stronger"-style, she sticks to her guns "I've made up my mind now, you're gonna have to let me go". She does use more powerful vocals on this track, hitting some great long notes and darting around her background singers, making sure she's heard. Another song that'd be hard to catch me singing in public, this song is a great one, featuring more electronic-production than previously used by Martin + Rami, and some strings, which, if I haven't mentioned before, make any song great. - 8/10
9. Let Me Be - The. Dream. Team. Brian Kierulf and Joshua Schwartz co wrote this song with Britney and Darkchild produced it. This track simultaneously stand out and fits in with the album, and is another testament to Darkchild's production married with Britney's voice. "Think that I might have doubts, but I don't, no insecurities", the song's writing is some of the best in her entire catalog, and it's another one of those songs that makes me think she's singing about what she was feeling. The song features some interesting rap-singing vocals by Britney, backed up with some signature warbling near the end, and builds with the song's forceful punch. This is one of my favorites. - 10/10
10. Bombastic Love - The last Max/Rami number on the album is a pop number in the vein of her second album. Britney's voice on this song is in top form, only utilizing background singers on the chorus. The song is almost a sequal to "Anticipating", with her anticipating how great their love will be; "bombsatic love, so fantastic... and it's gonna be exactly like in a movie when we fall in love for the first time". The instrumental for this song is a classic Martin number, using wind chimes, a piano countdown melody and some strings over a sharp beat. Album filler, yeah, but it's great pop. - 7/10
11. That's Where You Take Me - Dream-Team + Britney = Magic. Britney, Brian and Joshua co-wrote this calming number. Besides "I'm Not A Girl", this is the first time the album slows down the tempo and has a vulnerable Britney singing in a dream-like voice about how her heart feels so safe with the guy-of-the-song. arguably Justin Timberlake, her beau of the moment. The song does pick up the pace once it's past the first chorus, using a rapid, electronic beat combined with some breathy background singing. The song's opening is where the genius of the instrumentation really shows, using a ticking-clock style over some wind chimes and a toy-piano clinking. This song has a shine to it, and is arguably the last time Britney had true "innocense" on a track. See what I did there? - 8/10
12. When I Found You - The first of 3 amazing bonus tracks on this album was co-written by some of the Swedes seen in her first 2 albums, Jörgen Elofsson and mystery D. Hill, with the first producing as well. The song has some of the soft-ness of the previous track, and a similar theme; "I found myself when I found you" sings Brit, over sparkling synths and some guitar strumming. The song reminds me of the beach for some reason, which has been a setting for her lovey-dovey music vids before. The bridge of the song has this great texture to it and has Britney doin her thing while the background singers keep up the chorus. Note: the demo for this song has leaked, you can listen to it here, and is very stripped down, having Britney's raw vocals over just piano and light drum work. I like to hear both because the tone of each version is different, the demo is much more calming and light and really shows off Britney's vocals, while the finished version is a bit icier and produced. Great song either way. - 9/10
13. What It's Like To Be Me - This won't be the first time Britney collaborates with her lover of the time on her music. Justin Timberlake and Wade Robson wrote and produced this number, with Justin also providing background vocals. An interesting thing to note is that Wade was the choreographer for the "Oops" "Slave" and "Overprotected" music videos. The song definitely has a Timberlake flavor to it, especially yon the bridge where he beat boxes and snaps to Britney's almost-falsetto "don't you wanna be my man?". The song is something of an anomaly, nothing else like it appears in her discography, mainly because the Timberlake flavor is so strong, but it's a decent, clanging number where she says "walk a mile in my shoes". - 6/10
14. I Run Away - Brian and Joshua unite on this bonus track that is one of my favorite Britney songs ever. The song was a B-Side on the "I'm Not A Girl" single, and really should have been on the album's standard tracklisting, it seems that the bonus tracks all have a similar tinge of melancholy and that's something that the album was missing, amidst sexy-rompers and feel-good pop songs. "Sometimes I run" she sang on "Sometimes" and here, she restates it, though in this case she's not running cause she's scared of love, she's running because "you took your love away". This has one of my all time favorite lines "let's pretend that I've moved on, then I'll tell myself that life goes on without you". The song is nothing short of amazing, with some great flickering, synthy prodction, combined with guitars and some hair-raising strings. For one of the more dance-y songs, it packs an emotional punch. - 10/10
15. Before The Goodbye - This is without a doubt, my favorite song on this album, and one of my top favorites for Britney ever, what can I say, I love a well-written sad song. Britney, Brian and Josh co-wrote, with the latter 2 producing with Brian Wayne Transeau, who has scored action movies (The Fast and the Furious, Blade 2), video games and recently a Grammy nomination. BT as he's known is most likely responsible for the song's dance-y turn starting at the second chorus. Opening with an erratic guitar beat that reminds of "Don't Tell Me" combined with short, sharp high-hat work, spacey synths mix in there right before the choir of background singers chime in, harmonizing on the chorus in a way that gives me goosebumps. The lyrics in this song are well-written "you're leaving, I'm waiting, forgive me, I'm always missing you, before the goodbye". The best part: the bridge, where the beat drops and a lone Britney sings over a reverb'd guitar. - 10/10
*Overprotected (The Darkchild Remix) - The Darkchild Remix was released as the 3rd U.S. single and had it's own music video too. The difference from the original is similar to that with the "(You Drive Me) Crazy" original v.s. "The Stop! Remix"; it's an amped up version that sadly omits one of my favorite parts of the original, "action!". It's sharper and more refined than the album version, with more stripped production and a bare beat, though a sharp one. This is a song where I'm sure fans prefer one over the other, in my opinion, if I'm listening to "Overprotected", it's gonna be the album version. - 7/10
*Boys (The Co-Ed Remix feat. Pharrell) - Like "Overprotected", the remixed version was released as the 4th single in the U.S. single. The basic difference is that Pharrell takes on the second chorus from a mans perspective, and it's a pretty decent inclusion and makes me wonder why it wasn't the album version. - 8/10
*Intimidated (B-Side to "I'm A Slave 4 U") - Another rare case of a song only being a B-Side and not having a Bonus Track release, the song interestingly enough made it onto the "Jimmy Neutron: Boy Genius Soundtrack". The song was produced by Darkchild, and for sure has that R&B, hip hip flavor to it, opening with a metallic clanging and leading into classic Darkchild bleeping synths over a rapid drum beats. Co-written with Britney and the Dream-Team Brian & Joshua, the song is an anomaly as well, though the pre-chorus resembles other pop songs that she has released, the song in it's entirety is extremely unique, and features a side of Britney's vocals that hasn't been seen before. This one grew on me. - 9/10
*The Joy Of Pepsi - A fun nostalgic number that makes me wish they still made songs for commercials. You can listen to it here. It's about drinking soda, but it's still a rather fun little diddy.
*Right Now (Taste The Victory) - Brian Kierulf and Joshua Schwartz are the writers of this song (source) which was a part of Pepsi's contract with Britney, used to advertise the Football World Cup. You can see the ad here and check the full song included on Pepsi promo-CD's here. It's one of my guilty pleasure songs.
*She'll Never Be Me (Album Outtake) - Co-written with Justin Timberlake, Britney Spears, Gregg Alexander and Brad Damon (source), the song's lyrics are a bit harsher than the rest of the album, possibly why it wasn't included, it's about how Britney is one-of-a-kind and that anyone her ex-lover dates can't compare. EDIT: The full version of the song has leaked, and it has a pretty great bridge to it, listen here.
*When I Say So (Album Outtake) - Produced by BT, the co-producer of "Before the Goodbye" (source), and co-written by Britney, Brian and Joshua, the lyrics are undeniably from that trio, "I don't really wanna tease you, I don't want to mislead you", it's an unfinished demo, sounding pretty stripped like the "When I Found You" demo, but it's decent enough, thought total filler material, not helped by the random rap in the bridge. The best part of the song is the A Capella start to the final chorus and the ending warbles by Britney, classic. You can listen to the full song here.
*Tell Me (Am I A Sinner) (Album Outtake) - "I confess that I've done wrong, but in your eyes I see I'm guilty", this unrealized song is a step above an album filler, the song has a great chorus, the rest of it is rather mundane, you can listen to the full song here.
*Mad Love (Album Outtake) - The song opens with some saxopone and a clanging beat over beeping synths, making me wonder if it was a Darkchild song as it kind of sounds like "Intimidated'. The song is not that great, it's pretty bizarre for a Britney, there's not really a defined chorus and the repetitive beat gets old fast. But take a listen to the song if you want.
Overall: This is my favorite Britney album, probably influenced by the fact that this was the peak of her popularity when I was growing up, and this was the last Britney CD my parents got for my and my sister, In The Zone wasn't terribly appropriate for a 3rd grade little girl. The album perfectly marries hip hip and pop together and has some awesome, stand out moments that aren't singles. Sadly, this marked one of last times Britney worked with Brian Kierulf and Joshua Schwartz, who had 2 songs on her next album, but none after that, but thankfully their bonus tracks help breathe new life into the album. Britney had greater creative control over this album and wrote on about half of the songs on the album, which is a great feat. This to me marked the end of an era, confirmed by the release of her 'Greatest Hits' in between this and her next studio album. I love old-school pop Britney and this is the last time we see her, R.I.P. - 10/10
Highlights: Lonely, Let Me Be, That's Where You Take Me, I Run Away, Before the Goodbye, Right Now (Taste The Victory), Tell Me (Am I A Sinner)
Fun Facts: The album was rumored to originally be titled "Shock Your Mind", but was changed to "Britney" because she felt the album reflected who she was at the time. Originally, all but 2 of the songs on the original tracklist were written by her, with revisions, it was down to 6. Overprotected was originally produced for "Oops!...I Did It Again". Max Martin was brought on to write songs for the "Crossroads" movie soundtrack, but when Jive decided not to release a soundtrack, the were used on the album, I suspect Overprotected,
Special Note: She wrote and performed 4 songs completely live on her "Dream Within A Dream" tour: "Mystic Man", "Weakness", "You Were My Home", and "My Love Was Always There" (click titles for audio and some video links).
Sources: Album booklet, single back covers, YouTube and Unreleased Britney Spears.
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