Britney Spears is on the cover of Us Weekly and the singer is topless in a hotel swimming pool.
Britney exposed her breasts to Mike Encinias - an extra on her video shoot.
He tells The Sun, "I found Britney lying on the bed with her knees up and just a pair of pink panties on."
“She was looking like she was ready - and I wanted to finalise it.”
He was planning on spending the night with Britney but one of his friends collapsed in the hotel's swimming pool and security told him to take his pal home.
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