Allure Magazine ~ Outtakes

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Allure's September cover shoot, at Pier 59 Studios West, was Spears's

first since filing for divorce from Kevin Federline in November 2006. Here,

makeup artist Brigitte Reiss-Andersen smooths a shimmery moisturizer on

Spears's back.

The singer took off her own long, honey blonde wig to reveal one inch of

ashy blonde hair. "She was more shocked [when the wig came off] than

anyone else," hairstylist Danilo said.

Allure Creative Director Paul Cavaco adjusts Spears's Dolce & Gabbana jeans.

"She felt very comfortable with Michael [Thompson] and Paul—both of them

had shot her several times before," Reiss-Andersen said.

"I wanted to capture the free spirit Britney, so I photographed her on the

floor and let her do what she wanted," Thompson said. The singer chose to

pose topless, opting to wear her own jewelry.

Contrary to reports of questionable behavior at other shoots, Spears was

easygoing at Allure's. "She was game," Reiss-Andersen said. "She was like,

'What do you want me to do?' We were done very quickly."

"She looked damn cute with short hair," Danilo said. "She should bleach it

out and just be the fierce new Britney."

Spears was animated on the set, talking about her sons with Reiss-Andersen

and manicurist Lisa Jachno. "The three of us have children, so it was one of the

subjects that was brought up in the 30-minute conversation," Reiss-Andersen said.

"She was into smoky eyes—every girl is," Reiss-Andersen said. "We made it

fresh as opposed to aggressively sexy—because she's young, and that's

important to show."

"Everyone thinks of you as not human," Spears said when she was 18 years old.

"I just want to be a normal girl.... I don't want to be a role model—except maybe

to my little sister."

"We got the pictures—she was really a gem that way—and she was out the

door," Danilo said.

As Spears left the studio, paparazzi were still gathered outside. "I went out

to wave good-bye," Reiss-Andersen said. "I wanted to see it with my own eyes,

and I've never seen anything like it—complete mayhem, a feeding frenzy."

All I can say: Beautiful!!!!!!!!!!!!!!!!