LAS VEGAS --As in most train wrecks, it was hard to focus on just one thing as the Britney Spears disaster unfolded on MTV's Video Music Awards. There was just so much that went wrong.

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, as if even she knew nothing could save her performance.

Designed to drum up excitement for her upcoming album, Spears' kickoff to the 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 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 appearance at the VMAs, 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. After accepting the award for Male Artist of the Year, he jabbed at the video issue again: "We don't want to see the Simpsons on reality television." Apparently he's not a fan of either Jessica or Ashlee's MTV shows.