NEW YORK -- It's just before midnight in a Manhattan dance studio, and Lil' Kim is dancing in formation with five other women, throwing her arms across her chest and moving her torso in time to a startling blend of Cuban rhythms and hip-hop rhymes.

She's getting down the steps for the video of "No Matter What They Say," the first single from "The Notorious K.I.M." The rapper's long-awaited second album has been four years in the making, and it finds her at a career crossroads.

At first the record was delayed by Kim's struggle to find her footing after the 1997 slaying of her producer and mentor Christopher Wallace--also known as Biggie Smalls, best known as rap star the Notorious B.I.G. Then, near the end of production six months ago, Kim discovered that seven of her new songs had been bootlegged and were for sale on street corners across the country. She opted to delay the release so she could record new songs and rework others.

With the record due out Tuesday from Atlantic Records (Soren Baker doesn't see it as a step forward. See review, Page 62), Lil' Kim has her eye on the mainstream. She hopes to find a crossover music and film career in the vein of Will Smith, LL Cool J, Queen Latifah and Ice Cube. She'd also like to become a record mogul, growing her record label, Queen Bee Entertainment, into an empire.

When she's done dancing, Kim says hello with a polite handshake and an engaging smile. She apologizes for running five hours late and postponing an earlier interview, explaining that she'd been in the studio the night before putting finishing touches on the album, and that she hadn't gone to bed until 10 a.m.

At 4-foot-11, dressed in patchwork jeans, a tank top and running shoes, Lil' Kim, 24, looks like she might be the kid sister of one of the dancers. But there's something about her that reads "star" despite her simple wardrobe and small stature.

Perhaps it's the shoulder-length platinum wig. Or the bright green contact lenses that peek out from behind a pair of gold-framed, '70s-era sunglasses. It could also be the enormous diamond and platinum pendant draped around her neck. Shaped like the Chinese pictograph for success, it's a gift from Sean "Puffy" Combs, B.I.G.'s successor as Lil' Kim's mentor.

Standing on the sidewalk outside the 8th Avenue studio, Kim doesn't see an obvious place for an interview, so she heads to one of three Lincoln Navigator SUVs--part of her entourage's five-vehicle caravan--parked on the street. She climbs in and curls up on the leather-upholstered back seat.

Kim is so unassuming and outgoing that it's easy to forget some pertinent facts: that her last album, 1996's "Hard Core," sold 1.5 million copies and paved the way for a new wave of female rappers; that B.I.G. was once her lover, producer and best friend; that she has established a reputation as the raunchiest, hardest, sexiest, most glamorous woman in all of hip-hop.

"No Matter What They Say" is certainly an announcement that Kim's career is headed for new territory, and the early returns are encouraging. When the new single hit radio a few weeks ago, it became the most added cut at urban and dance music stations across the country.

Though still filled with snarling rhymes in which she thumbs her nose at detractors ("If I was you, I'd hate me, too. . . . I get paid just for laying in the shade to take pictures with a glass of lemonade/My rocks shine like they was dipped in Cascade"), the track has a Latin rhythm that departs from the East Coast beats of "Hard Core."

"I've always loved Spanish music," she says. "Puffy did it on his last album. Biggie, he wanted to do something really Spanish with me years ago. We never had a chance to do it. This track was just so different, Latin with a hip-hop breakdown. And I knew that I would just eat this track up."

Regarding critics who have dismissed her as a hip-hop hoochie-coochie girl, Kim says they've missed the point. She's a girl from Brooklyn who's pursuing a dream, and her fans love her no matter how nasty she gets. She's even incorporated their adulation into the lyrics of "No Matter What They Say."

"There's still a lot of people who don't understand what I do and who my character is," she says. "They think that it comes off raunchy and that I talk slutty because my last album was really sexual. This album is really sexual too. But I think people should just see a young woman trying to be a big, big famous person, a big celebrity and a big character just having fun at what she does.

"But as far as the single," she continues, "I felt like I had to put that out so people could understand me. Like, I'm just trying to be me. My fans come up to me and the first thing they say to me is, 'Girl, you got it going on. No matter what they say, who cares what they think? You No. 1.' I was like, that's a dope hook. I could use that."


At the forefront of a new generation of female rappers, including Missy "Misdemeanor" Elliott, Eve and Rah Digga, Lil' Kim has established herself in the hip-hop world as more than just a sexy plaything.

"To me she's somewhat like a female rebel," says E-Man, program director of Power 106 (105.9), Los Angeles' top-rated R&B/hip-hop station. "She likes to take rap music to its limits and give it a whole different perspective. She portrays herself as a sexy mama, but she's not portraying herself as someone who's just promiscuous. I think musically she's just showing that you can express yourself in a lot of different ways."

Craig Kalman, a vice president at Atlantic Records, says that the new album reflects a maturing process for Kim, who had to make many of the business and artistic decisions that Wallace once oversaw.