In a nondescript warehouse in Manhattan's Chelsea district, the rapper Lil' Kim is being primed for yet another fashion shoot. The theme of the day is baby-doll innocence, and the 4-foot-11 celebrity is appropriately undressed in a sheer blue and pink negligee and high-heeled sandals. With the final touches of turquoise eye shadow, pink lips and, of course, her trademark blond wig and blue contact lenses in place, the picture is complete. Sex symbol. Feminist icon. Freak mama.

Change the circumstances only slightly and you could imagine a porn shoot happening in this warehouse. The final products--the photographs that will sell Kim's raunchy lyrics and persona to the world--often come close to that. A full-page advertisement for her new album, "The Notorious K.I.M.," shows the star in the back seat of a limousine, naked except for black spike-heel boots and a safari-style hat. It's like the kind of pinup men find useful in prison cells and toilets.

But nobody seems bothered by the actual work of this shoot--least of all Kim, who patiently strips down. Quite the contrary: She considers herself a good role model--an empowered, independent woman in the highly misogynistic world of rap. Her fans include many young women who find in her an enviable example of personal strength.

To cash in on the marketing moment, corporate America has come running, showering her with endorsement offers--from Candie's shoes to Viva Glam lipstick. She earns cover treatments from mainstream and edgy magazines alike: The Source, XXXL, Vibe, Vogue, Harper's Bazaar, Jet, Interview (on which she appeared wearing nothing but head-to-toe Louis Vuitton body tattoos). And now, Atlantic Records has provided the 25-year-old with her own label, Queen Bee.

From the moment she was discovered by rapper Christopher Wallace (a k a Notorious B.I.G., a k a Biggie Smalls) as a round-the-way girl roaming the streets of Brooklyn's Bedford-Stuyvesant neighborhood, Kimberly Jones has set new standards for female rappers. Her 1996 solo debut, "Hardcore," made the highest-ever debut on the Billboard charts for a female rap artist. An unparalleled fusion of hip-hop and pornography, the album opens with a scene in which we hear a fan buy a ticket to a triple-X flick, and then loudly pleasure himself while watching Kim onscreen.

At last year's MTV Music Awards, her outfit spawned a media frenzy fueled by the shocked response of presenter Diana Ross, who reached out and jiggled Kim's exposed breast on national television. (Ross later offered a public apology, noting that she thought Kim "was beautiful and . . . didn't need to dress in that manner.") The incident solidified Kim's image of sexual fearlessness--and her career as a fashion trendsetter.

We've seen so much of her, and yet nothing at all. Who is Lil' Kim, really?

Talking to her, you're taken by any number of contradictions. She considers herself a devoted child of God, for example. "I'm not perfect," she explains. "I mess up. I'm not Miss Sanctified, but I believe in my Father. We have a really good relationship."

She has allowed powerful men to shape and exploit her sexpot image, but touts her own brand of feminism. "If you look at me, no man has really given me anything," she contends. "I got my own money."

She raps about the joys of fellatio, but likens herself to Queen Elizabeth, the so-called Virgin Queen of England. ("I watch that movie over and over again," she says.) Like Elizabeth, she has had an unhappy love life. "I had a lot of guys betray me," Kim says, "and she reminds me of myself because, toward the end, she really wanted a man. She was lonely. She didn't wanna be this strong woman that everybody portrayed her to be, but she had to be."

On one point the star is adamant: Lil' Kim is not Kimberly Jones.

"Lil' Kim is what I use to get money," she maintains, "a character I use to sell my records."

Except: "Most of the things that I talk about [in my lyrics], yeah, they're true." In the song "Hold On," for example, "I talk about the pain of being pregnant and having an abortion."

"I talk about the things that women have gone through that they don't think I've gone through," she says. "Like fightin' with your man or losin' a man to death. Being alone. I talk about just bein' in the streets having no money and having to do illegal things to get the money."

All of which happened, too.

So, after one spends many hours with both Lil' Kim the rapper and Kimberly Jones the woman, the similarities between the two become as apparent as the differences. "We wear the mask that grins and lies," wrote Paul Laurence Dunbar, "with torn and bleeding hearts we smile."

It is not easy to remove the mask of Lil' Kim, which she wears as a brilliant defense against full disclosure. She doesn't want to show us all of the damage that lies underneath. Like many other black women, she has become so good at conjuring the mask--signifying at a moment's notice, for hire--that we no longer know where it ends. Or where Kimberly Jones begins.

In the June issue of Vibe magazine, there is a photograph of young Kim dressed in a neat school uniform: plaid dress, white blouse, knee socks. She is brown-skinned, with brown eyes and nappy hair, neatly pulled into a bun. She sits like a proper schoolgirl with her hands folded in her lap and legs crossed at the ankles, smiling and polite.

But inside, she feels ugly. She thinks of herself as too dark and too short. She has just moved to an all-white neighborhood in suburban New Rochelle, N.Y., where little blond girls tease her and confirm her monstrosity.

Her mother, Ruby Mae Jones, brought her to live there, at age 8, fleeing the ruins of a marriage. But Kim wants to go back to Brooklyn. She wants to go home, to her old neighborhood where little girls look like her. Even if it means going back to the home of her father, Linwood Jones, a former military man who enforced a brutal discipline on wife and children.

"There was a great deal of verbal abuse," she recalls. "And there was one time . . . when my mother had black eyes. My father told people she had fallen."

Linwood Jones could not be reached for comment, and there is no record of his having spoken publicly about his daughter's career or her allegations of physical abuse. According to Kim, he did comment privately on her overtly sexual image, asking that she "tone it down."

After her parents' separation in 1983, Kim's life became increasingly unstable. At first she and older brother Christopher stayed with their mother, who relied on the kindness of friends for shelter--including the time spent in New Rochelle. But when options ran out, Ruby Mae Jones granted custody of her children to her husband.

"I was basically living out of the trunk of my car," Kim's mother explains over a posh dinner in a New York restaurant--a contrast made all the more striking by her fur coat and her gold-and-diamond-spangled hands. "And I didn't feel it was appropriate for [the children]. So I let Kim go to live with her father."

When he was away--sometimes for weeks, for reserve duty--the children were deposited with an aunt who was raising several sons of her own. "I grew up around . . . maybe eight guys in my family," says Kim. "I stayed with my cousins when my father went away. They lived in the projects."

"Kim had no sisters," adds Ruby Mae Jones. "She was surrounded by boys all the time. But she had such a strong personality, I never had to worry about her taking care of herself. I knew that she would be able to do that. From when she was like 2."

Despite the frequent absences, father and daughter remained on good terms during Kim's prepubescent years.

"We were very close," she recalls, "until I was about 13." Which is when Kim committed an egregious offense in her father's eyes: She liked a boy and agreed to be his girlfriend. Although the circumstances seemed innocent enough by Kim's account--the boy was 15, a schoolmate--Linwood Jones was outraged. Kim says he called her a bitch and a whore, "just like your mother."

The words had a devastating effect. "If he hadn't said what he said to me," speculates Kim, allowing the idea to play in her head for a moment, "I probably would have stayed a virgin until I was 21. But after that I rebelled."

Fights between father and daughter became more frequent--and violent, she says. On at least one occasion, Kim remembers, her morning wake-up call was a fist crashing into her face. At the age of 14, she packed a bag and hit the streets, wandering in and out of neighbors' homes. Lil' Kim has often described her life during those years as a procession of doing "whatever I had to do to survive."

She peddled drugs for boyfriends. Worked odd jobs in department stores. And had sex with the men who housed and fed her. By the time she met up-and-coming rapper Biggie Smalls at the age of 17, Kim was, by her own admission, desperately in need of protection.

Biggie, who at age 19 was a 6-foot-3, 300-pound drug dealer who had already done nine months in jail, signed on for the job--bringing Kim into the fold of what everyone called the "B.I.G. family." There was Sean "Puffy" Combs, who had been working day and night to launch Biggie on his emerging label, Bad Boy Entertainment; Mary J. Blige, whose success as an R&B artist had also been strongly influenced by Puffy's hand; Damion "D-Roc" Butler, Biggie's friend and security guard; and "the boys"--James "Lil' Caesar" Lloyd, Antoine "Banga" Spain, and Money-L, who would later become members of Junior M.A.F.I.A. (Masters at Finding Intelligent Attitudes), a rap group Biggie hoped to launch on the momentum of his own success.

"She came from the streets," says 22-year-old Spain, who lives today, along with several of the other "boys," in Kim's New Jersey mansion. "I could relate to her 'cause my mom sent me to the city when I was, like, 13."

It was at Wallace's behest that Kimberly Jones assumed the role of Lil' Kim--a vulgar-mouthed emblem of what had been dubbed "porno rap." Following Biggie's lead, the young protege exploded onto the hip-hop scene as the lone female member of Junior M.A.F.I.A. at the age of 20.

Almost immediately, Kim became the showcase of the act. They were like "peanut butter and jelly," says Voletta Wallace, Biggie's mother. "Kim and Christopher were the same voice."

And that voice was determined to push the limits of gangsta rap, a genre whose biggest selling points were unabashed violence and uncensored sex.

By the mid-1990s Biggie Smalls and his crew were at the top of their game. Biggie's second album, "Life After Death," would eventually sell eight times platinum, and with the release of her 1995 solo debut, "Hardcore," Kim arrived in her own right. But the good times were not to last. Kim loved Biggie and hoped to be his wife, but he married and then quickly separated from R&B artist Faith Evans (who would also become the mother of his son, Christopher). There were rumors that Evans had been having an affair with rapper and longtime Biggie rival Tupac Shakur. One Biggie music video co-starred Kim as the defiant and loyal mistress.

Amid the lovers' quarrels and sexual betrayals, tragedy struck in the early hours of March 9, 1997. Following a Soul Train Music Awards party in Los Angeles, a still-unknown killer approached the passenger side of Biggie's GMC Suburban and unloaded seven rounds into the rapper's head and body at close range. Both Lil' Caesar and Damion Butler were unharmed as they ducked down in the back seat. Puffy, who was driving his own Suburban in front of the target vehicle, rushed to Biggie's side reciting psalms. But Christopher Wallace was dead at age 24.

Since the loss of her mentor, Kim's allegiance has remained eerily well preserved. In the immediate aftermath, she and the Junior M.A.F.I.A. boys stayed in Big's New Jersey condominium--where, according to Kim, she shared her slain lover's bedroom with her would-be mother-in-law, Voletta Wallace, and T'yanna, Biggie's daughter from a previous relationship.

In an article for People magazine, a mourning Kim posed for the camera draped in Biggie's shirt, coat and hat. Even today, more than three years after his death, she often refers to her "big poppa" in conversation and lyrics, and even credits the rapper as a posthumous producer on her new album. The bond seems unhealthy, as even Kim's friend Blige noted in an interview: a "kind of co-dependency with someone who just isn't here anymore."

It took Kim four years to release her second album, which had been held up due to conflicts with her label, the theft of material by bootleggers and her own creative process. Meanwhile, Kim's marketing machine hummed along, patiently building her image despite a lack of new releases.

"She's brilliant," says Michael Elliot, president of Source Entertainment. "I mean, here's a woman who [hadn't] had an album out in years and she's a presenter at award shows, and a successful model. She's found a way to market herself and, at the end of the day, she's a businesswoman."

"I think she's a feminist in a funny sort of way," says John Dempsey, president of MAC cosmetics, one of many packagers that hold up the Kim image as a bold new form of sexual expression. "She speaks like a man would speak."

Her fans agree. "She doesn't care what anybody has to say," says 19-year-old Teena Marie Schexnayder, a Los Angeles psychology student and aspiring singer. "She's a bad girl . . . doing whatever she has to do to survive. She's deep. I love the stuff she talks about."

While '80s female rappers like Queen Latifah and MC Lyte embraced "womanist" images, combining ancestral and gender consciousness, Kim provides a very different social commentary for young black women and men. The message behind Lil' Kim is, in fact, heartbreakingly feeble.

Sex, she believes, is a commodity. It is a way for a woman to earn money--and, in her view, respect. She learned that lesson on the streets. As for the women selling their bodies, "I don't see anything wrong with that."

"Money is power," says Kim, and "a lot of women out there are just givin' it away." Kim aims to change that. As she raps in her new single "Diamonds" (sung to the tune of Diana Ross's "I Want Muscle"):

"She says she wants a man / To buy her a Lexus Land/ Well that's all right for her / Still it ain't enough for me / I don't care if he's young or old / Just make him very rich / I want diamonds / This p---- ain't for free."

Is this really feminism?

"I'm a feminist because I love women," she ventures, graciously asking her interviewer to correct her if she misunderstands the term. "And I feel like, in this rapping game, men have been bashing women for years. But some women overemphasize that feminism word. And some of them are very male-bashing. I'm not a male basher."

In her collection of images titled "Women," photographer Annie Leibovitz captures something of the inner sorrow of Kimberly Jones, a black girl who covets blue eyes and blond hair. Juxtaposed with the image of a gloriously dreadlocked Toni Morrison, who is seen looking into a wide expanse of clouds and possibility, Kim appears small and helpless against a wall of color that threatens to engulf her--her nipples visible beneath a trashy net T-shirt. In this image, we see more of Kimberly Jones than Lil' Kim: the real woman who has masked private suffering as public defiance.

"She's just like every little abused girl that I knew growing up," asserts Asha Bandele, a poet, author and critic who is attuned to hip-hop culture. "I do not believe that Kim is in control of her image because there's nothing powerful about it, nothing rounded, nothing human. It's a caricature. Just like when you see a male presenting himself as only a gangsta. . . . We're so much more complicated than that."

But if it is icon status we're shooting for, Kimberly Jones is the real deal. Closer in spirit to Monroe than Madonna, she is a genuine enigma, which is precisely why she intrigues us. The same little girl who remembers jumping into the middle of a fight between her father and older brother (taking a chair across her stomach in the process) became the grown-up Lil' Kim, who prefers "big poppa" lovers because daddies "don't let nothin' happen to their baby girl."

"Kim needs to ask herself what she's selling," says Voletta Wallace in her Jamaican-accented, no-nonsense way. "When my son was here, that's all you would hear: Kim and Christopher [saying], 'Sex sells, sex sells.'

"But . . . when you look at Kim, the strength is there. The beauty is there. The talent is there. And she needs to let [the world] know . . . they need to see a human being. She needs to find her inner self and see what she has to offer."

At the Gazelle Beauty Center and Day Spa in Manhattan, I have requested a private room in which to interview Kim. I am trying to get closer to the real woman, to get behind the mask. But it is a busy day and there are constant interruptions from other clients (who include guests on "The Montel Williams Show"). Nevertheless, Kim and I enjoy a lunch of Caesar salads, as well as joint manicures, pedicures, massages and facials.

We are two sisters drinking herbal tea now, and Kim is relaxed, makeup-less and wearing a cozy white robe and paper slippers.

Unanswered questions have been nagging at me. Kim is like so many other women, it seems to me, who have grown up with trauma. And yet there is no talk of the long-term effects. I decide to put the question of sexual abuse to her plainly. She tells me that yes, something did happen in the home of a relative when she was a girl, but she doesn't want to get into the details. She has never talked about this before. She doesn't want to dwell on the pain. I am saddened by her admission, and the fact that so many years later, she is still so clearly devastated.

And I am saddened that even here, in a place for relaxation and nurturing, she is unable to divest herself, even for a few hours, of the blue contact lenses and blond wig.

"Think about it," she confesses when I ask her to talk about her experience of skin color. "The girls that [men] dated when I was younger were light-skinned and tall. I'm short and brown-skinned. And I always wondered . . . how do I fit in?"

Did she ever overcome the feeling of being ugly?

"I really haven't," she admits. "Honestly, though, I think being Lil' Kim the rapper helped me deal with it better. Because I got to dress up in expensive clothes, and I got to look like a movie star or whatever. I think doing photo shoots and seeing all the people respond to me has helped. [But] I still don't see what they see."

I can't help but think of Kim as standing on a precipice, making a great leap toward transformation. In recent years, she has expressed a desire to tone down the raunch and express more of "who I really am." There are rumors that she was wary about spreading her legs for the photo shoot for "Hardcore," and she herself has said she would have rather done four sexual songs instead of seven. "You get tired of certain images," she explains.

So what's stopping Lil' Kim from showing us more of Kimberly Jones? "It's hard," she says. "Because in our world, the rap world, you have this thing called selling out. You don't want people who liked you for doing a certain thing on your first album to not like you for not doing it on the second album. So I have to stay in that realm."

Yes, there are market forces pushing her to stay in the same place, but the market is also a fickle lover and people tire of what is too easy to predict. "Notorious K.I.M." started out at No. 4 on the Billboard album chart, but has slipped to No. 35.

"How much more of her body can she show?" asks Ramon Hervey, manager for R&B artist Kenny "Babyface" Edmonds. "From Madonna to Prince, everybody has to re-create themselves at some point."

"I see the strength in her," Mary J. Blige says of her friend. "All she's gotta do is let go of the fear."