("Niggas ain't stickin' unless they lick the kitten"), fashion ("I fuck dudes with Members Only jackets") and, of course, how bad she is. In "Suck My D**k," she gloats that she "even got some of these straight chicks rubbing their tits." Hey, if Kid Rock can turn rampant sleaze, greed and egomania into great pop music, why not Kim?

"Single Black Female" gives Kim the chance to rhyme "queen bitch dot-com" with "twenty-seventh psalm" over a Sade sample, while smooth operator Sisqó goes all the way down in the obscene Tootsie Roll commercial "How Many Licks?"; other guests include Mary J. Blige, Carl Thomas and the conceptual coup, Grace Jones. Best of all, the boyfriend-bashing "Don't Mess With Me" is the first rap track to sample Pat Benatar ("Heartbreaker"!) since Antoinette's "The Fox Who Rocks the Box" back in 1990. Too much of the music is weak and retro, especially when Puffy shows up to mumble a dismal "come on" or two; vocal samples from Biggie just make you mourn the man and his moment, neither of which is ever coming back. But Lil' Kim still has an admirably tough and nasty mouth on her, and it's good to hear a Queen Bee sting. (RS 846)

ROB SHEFFIELD