Out-of-synch lip-synching. Lethargic movements that seemed choreographed by a dance instructor for a nursing home. The paunch in place of Spears’ once-taut belly. At times she just stopped singing altogether, as if even she knew nothing could save her performance.

Designed to drum up excitement for her upcoming album, Spears’ kickoff to the MTV Video Music Awards on Sunday night became another example of how far she has fallen. It would have been understandable if MTV’s show had been crushed under the weight of the opening fiasco _ yet somehow it rebounded, and even flourished.

The show banked heavily on its own reinvention. After poor reviews and a decline in ratings over the last few years, MTV moved the show to Las Vegas, shortened it from three hours to two, went to a hostless format and focused more on performances than awards.

Justin Timberlake and Timbaland, Kanye West, Fall Out Boy and the Foo Fighters hosted separate suite parties where most of the performances took place.

But the performance most people will be talking about was Spears’. And unlike her last VMAs appearance, when she locked lips with Madonna in 2003, this time it will be for all the wrong reasons.

“It definitely could have been a lot better,” the hitmaking singer and producer Akon commented afterward. “She seemed nervous … you could tell by the expression on her face. Instead of just blocking everybody out and doing her thing, you could tell she was thinking about it.”

After that, though, the changes to the show worked, leading to several exciting performances and some watercooler drama. An off-camera fight between Pamela Anderson exes Kid Rock and Tommy Lee led Jamie Foxx to quip: “Stop all this white-on-white violence.”

Timberlake’s suite was flooded with revelers, alcohol and eight lingerie-clad stripper types on raised platforms. Before Timberlake accepted the Quadruple Threat of the Year award at his suite, the DJ summoned the partygoers to watch the monitor and go crazy if Timberlake won. He did, they did, and Timberlake said: “I want to challenge MTV to play more videos!” Then he was whisked away by bodyguards and disappeared.

Timberlake was the night’s big winner, with four trophies. Rihanna won the coveted Video of the Year award, plus Monster Single of the Year for “Umbrella.” The Best Group was Fallout Boy, and Gym Class Heroes won Best New Artist.

Beyonce and Shakira won Most Earthshattering Collaboration for “Beautiful Liar.” Beyonce’s shimmering gold dress barely contained her top; immediately after she picked up her trophy she asked an assistant backstage to help fix her dress, apparently to prevent a wardrobe malfunction.

Other performers appeared on the show’s main stage, in front of an industry-only audience seated at tables, like at the Golden Globes. Chris Brown gave one of the evening’s most extravagant performances – hopping from table to table in a dance spectacle that channeled Michael Jackson, right down to a brief “Billie Jean” imitation.

Alicia Keys had the evening’s most rousing performance, debuting her new song “No One” and then an inspired, choir-backed cover of George Michael’s “Freedom.”

While performances like Keys’ and Spears’ were delivered on the main stage, others came in snippets: Akon crooned a bit of his “Smack That” before an award was announced, while the cameras zoomed in on Fall Out Boy and the Foo Fighters mid-performance in their suites, giving viewers the sense that they had happened upon an intimate concert.

Cee-Lo delivered a rocking version of Prince’s naughty classic “Darling Nikki” in the smoky Foo Fighters suite (where a beer bong was in operation as Dave Grohl danced, sang Cure songs, played air drums and posed for snapshots); Soulja Boy was showing Kanye West his “Crank That” dance in West’s suite.

Though the suites appeared to be chaotic parties, the MTV-cast revelers were carefully organized, strategically placed and encouraged to imbibe for the cameras.

Choreographed or not, Timberlake and Timbaland’s suite looked the most exciting _ T.I., buffeted by pole dancers, delivered a rousing version of “Big Things Poppin”‘ while 50 Cent stopped by to perform “Ayo Technology” with Timberlake and Timbaland.

Not to be outdone, T-Pain and West danced high atop Las Vegas in a balcony suite as they celebrated “The Good Life.” And Lil Wayne, doing double duty in the Fall Out Boy suite after opening the pre-show with Nicole Scherzinger, was particularly animated.

TV viewers never got full views of those shows, though MTV promised more via its Web site and other “remixed” versions of the show. That might have been the purpose: to whet appetites for repeat viewings by promising glimpses of what they missed during the traditional broadcast.

Unlike in recent years, there was plenty reason to come back for more.