Chris Brown is all grown up. From chasing models to having "friends with benifits," there's more to him than a chipmunck smile and relentless dancing. With his new EXCLUSIVE, he'd like to take you to bed.

Harlem, USA. 114th and Lenox. Martin Luther King Jr. Towers. Saturday night in late July. It's hellish hot, but not scorching enough to stop a good game of basketball. At the Kingdome, a seedy but legendary court in the middle of the 'hood, the Sacramento Kings' Ron Artest is warming up.

He jogs up and down the fractured concrete. With each poetic motion, spectators' eyes dance along with his sweaty moves, gasping to his body's every chord. But suddenly all eyes are no longer on Artest. Suiting up underneath a blue tent is Artest's younger teammate. His name is Chris Brown.

When the MC announces Brown's arrival, spectators strain to see. Camera phones flash. The bleachers tremble. When he walks onto the court, the screaming crowd warms up, as does a fortysome-thing heckler wearing a white tee and a face that's seen better days.

"Yo, Chris!" he barks from the top of a bleacher. "Is your man on the flo', if he ain't, let me know?" he cracks, singing lyrics from Brown's 2005 "Run It." The crowd bursts out laughing, but Chris ignores him. His face is tight and firm, like a boxer ready to beat the hell out of someone.

If he's mortified by the trash-talker, it only shows once he starts handling the ball. Someone throws him an easy pass, and he fumbles it. He gets the ball again and starts dribbling fiercely, channeling Allen Iverson. He crosses over, drives to the basket, and.. .misses. Brown gets the ball again, swivels on his heel, and heads back to the hoop --air ball.

"Why he trying to get all crazy?" a teenage boy on the sideline says, sucking his teeth.

Soon enough, it's time for Chris to leave. His road manager, Maceo Price, gives him the neck-slicing "cut" gesture. But as Chris inches toward the gate, so do an army of teenage girls. Then, suddenly, kids male and female, big and small, race across the court after him. A big-chested girl about the age of 15, rocking a worn-out weave and miniskirt, slows down to catch her breath. "Chris Brown," she mutters with a smile, "is the s***."

By then, though, Chris is a block or two away, ensconced in a shiny black Escalade, leaving exhaust fumes behind him. A gaggle of screamingkids become a mere speck in the rearview mirror.

footprints of other pop performers who've made singing, slick moves, and a pretty light-skinned face a gospel of the ghetto. His influence was the church. His altar is the stage, where he dodges size small panty-pitching during performances. Brown is the challenger Usher -- an inspiration whom he's also been accused of copying-- never had.

His first single, "Run It," produced by Scott Storch and written by Sean Garrett, became a No. 1 BilHtoard pop single before his eponymous album (which to date has sold 1.9 million copies, according to Nielsen SoundScan) was even released.

He was the cuddliest crooner to pop up since Tevin Campbell, even though Brown ran with a rough crowd. "Run It" featured Dipset's Juelz Santana, and "Gimme That" starred hardened lyrical nobleman Lil Wayne. Both made him look like a schoolboy trying to shoot the s*** with project delinquents.

"The first album was me finding myself and my voice, finding how I sing," Chris says, chewing on a piece of ice at Soho's Bar 89. "I was rolling with the punches," he says, "because everything was new to me."

When Brown speaks, it's with a slight lisp, and if it weren't for the dab of fuzz on his chin, he would have a complete baby face. Height wise, he's a handsome 6' 1" and his posture is damn near perfect, thanks to years of dancing and media training. His tight-knit posse -- manager, road manager, mom, assistant, and bodyguard --act as image police, self-esteem boosters, best friends, and, at certain points, drill sergeants.

"Everybody wants apiece of your time," he deadpans. "And sometimes you don't get your own time."

But on his new, sophomore album, Exclusive(Jive), Brown s no longer singing to the training-bra chick next door. Instead, he's steppingup his game, goingfor the girl who might be willing to let him go all the way. On "Get at Cha," produced by the Underdogs, Chris gets straight to the point: "You gotta show me," he sings, "if you're ready to be a bad girl."

"I got the younger girls," he says. "I'm giving something to the older ladies. It's not like, 'Let me pull your panties down and do this!' But I get a chance to express myself [about] how I want to be grown."

On "Take You Down" -- a song that Chris co-wrote -- he proclaims: "It ain't my first time.../Let's bump and grind.../Let me take you down." Fun fact: The J. Holiday song "Bed" was originally written for Brown. "Whoever his team was," says Brown, "was some a**holes." He offered the producers $100,000 to get the record back, to no avail.

"Girls are obviously losing their virginity at 15, 16," he says. "I'm not promoting that, but [my songs] are basically talking about me becoming a man."

Growing up in the trailer parks of Tappahannock, Va., Chris was always about his voice. "He started singing in church," says his mom, Joyce Hawkins, aka Mama Brown, a short woman with straight auburn hair, rosy cheeks, and eyes that laugh. "To be honest, I never really knew he would become a singer." Matter-of-fact, Hawkins says she never "paid a lot of attention" to young Chris' crooning around the house.

Joyce separated from Chris' biological dad when Chris was 6. At first, it was all-good. "Two Christmases, two birthday presents," he recalls. "It wasn't no big hardship on me," he says flatly at the restaurant, his mom within earshot -- she leans in at several points during the interview to hear what he's saying.

When Chris was 13, he moved to Harlem, N.Y., and stayed with a friend's family while he worked on his burgeoning music career. "I was in the "hood," he says. "135th and Amsterdam."

Between polishing his musical chops (according to legend, none of his label people knew he danced until his first music video), Chris sometimes had pent-up aggression, and it needed to be released. Once, when he was 15 and newly signed to Jive, he got into a fist fight with a guy at a basketball game over a chair. "He was out there with his homies," Brown says. "So I was like, 'Oh, ya'll about to jump me now? What's up then?!'" Luckily, the "homies" never got involved. And eventually, cops came and broke up the scuffle. And though it's tough to picture chipmunk-cheeked, flash-dancing Chris Breezy preparing for a fight, he says, "If it came down to it, I'd do what I had to do."

Hearing Chris' bluster is a shock, another reminder that he's much more than lungs of steel, ostentatious dance moves, and a dimpled face. Don't mistake his PG image for weakness. His ascent into young-manhood recalls how elder stars like Beyonce, who went from being a good girl to a bootylicious blonde bombshell, and Usher, who went from a pimple-faced choirboy to a pants-dropping pop prince, crossed over from darlings to divas and divos.

Brown recently bought himself a six-bedroom home in Virginia, where he lives with his 6-month-old pit bull, Diamond, and his 1,000 or so pairs of sneakers. He has three cars, including an electric-blue Lamborghini, and for his 18th birthday (which was captured for MTV's My Super Sweet 18), famed jeweler DiBur sent him a watch heavy with ice. "I can't even tell you how many diamonds are in it," Chris says.

In March, a set of suspect nude photos popped up on the Internet that were rumored to be of Brown, a sure sign his fan base was getting more mature and more sexualized.

"First of all, I don't take pictures of myself" he says with a smirk. "I ain't never feeling myself that much. If I'm gonna show somebody that, I'd rather show the person that's gonna be in the room with me at that time."
He adds: "I'm the first one that keeps my image perfectly straight."

And what about the rumored infatuation with crunk 'n' B starlet Ciara? Chris' face curls up as if he'd just noticed a foul odor. "I don't want Ciara," he says, denying previous reports clearly stating he was obsessed with Bow Wow s ex. "I don't want any industry girl." Preferably, Chris says, he just wants a good old "regular girl." And, oh yeah: "a model."

Some models you notice immediately. Their legs seem like golden stilts, and their walk can crush a regular woman's confidence into a ball of defeat.

When Jaslene Gonzalez, the champ from the latest season ofAmerica 'sNext Top Model, saunters by Brown's table at Bar 89, he loses track of his conversation and his eyes seem to dance to her rhythm. Brown doesn't have a clue who she is, "but she looks good, though," he says, grinning.

Noticing him staring, Jaslene walks over. "What's up Chris," she coos. "My name is Jaslene. I just won America's Next Top Model. I'm a huge fan." It's hard to tell who's more nervous: him or her.

A couple of seconds pass. "How you doing? Nice to meet you," Chris eventually says. Standing behind her is someone who looks equally excited about meeting Chris Brown, a fella who could quite possibly be Jaslene's man. Chris leans back and notices the dude, keeping the smile going. "Oh, what's up, homie ?!" he says.

When it comes to women, Chris is not quite the man child he wants you to see -- he's a smitten little boy. The attractive performer, who made People magazine's Most Beautiful People list and has been called one of the Hottest Men of 2007 by Glamour magazine, hasn't been on a proper date in more than three years.

"My last girlfriend was when I was 14," Chris says, taking a sip from his second cranberry and Sprite.

How old were you when you lost your virginity?
I don't give out my details. I'm still a virgin in your eyes.

But you 've bad girlfriends, right?
I've had girlfriends, but it's different. You mean relationship girlfriends or girls that you...

Jump-offs?
Not jump-offs! Like, you don't be like, " That's my girl," but you know when you hang with her, it's like...

Cut buddies?
I wouldn't necessarily call it a cut buddy. We just cool...something like that.

Friends with benefits?
Perfect. Friends with benefits. Exactly.

How many girlfriends have you had?
Two.. .and a lot of friends with benefits.

Such are the perks, and costs, of growing up in the spotlight. "I'm girl crazy," he says. "Very girl crazy." But he rarely approaches women for fear that real life might get in the way of something bigger.

"If I'm singling out one girl, think about all the other girls who are falling in love with me in that club," he says. "What they gon' think? So it's like, I have a relationship with every girl. It's like every girl is my girlfriend, so I have to be faithful to every girl and not [just] talk to one girl."

At this point Chris understands he can't just be a regular guy: He's CHRIS BROWN." And he'll go to great pains to thwart tasty temptations in order to avoid crushed hearts of little fawning girls.

Some day soon, though, none of that will matter. Innocence is a necessary casualty of growth. "All I have to do is one video where I take my shirt off and grind on a girl, and then I'm a bad boy," he says, mischief creeping into his tone. "That image can flip anytime I want it to."

WOOOOOOOWWWWW,ii WiSH ii WASZ A FRi3ND W/ B3N3FiTS!!!!!!!!