Britney's Pal, Eminem's Squeeze — Taryn Manning's Been Both

Actress says Spears at ease, rapper intense on debut movie sets.

CULVER CITY, California — Not many people can say they're one of Britney Spears' best friends. Probably fewer can claim to be Eminem's ex-girlfriend. Taryn Manning can say she's both — in the movies, anyway.

A tiny, 22-year-old brunette with piercing eyes and a welcoming smile, Manning appears in the debut feature films of both Spears ("Crossroads") and Eminem, whose movie still bears the temporary tag "Untitled Detroit Project."

Manning shot "Crossroads" with Spears and Zoe Saldana after playing Rebecca Peabody on Fox's "Get Real" and co-starring in last summer's "Crazy/Beautiful" with Kirsten Dunst. In the film, about three friends on a cross-country journey to discover fame, Manning plays Mimi, a small-town girl who convinces Spears' character that bigger things await.

Although "Crossroads" marks Spears' big-screen debut (see [article id="1450525"]"Britney's Heart Into 'Crossroads,' Outtakes From Flick Appear On Britney"[/article]), Manning said the pop star was a pro in front of the cameras.

"If she was nervous, she didn't show it," Manning said Tuesday after a photo shoot for Elle Girl magazine. "We all clicked. We all got along so well. Right away we became really good friends. It was real inspirational for me, because I also sing and dance, and [Britney's] the ultimate performer."

In one scene, Manning and Spears team up to put a pop twist on "I Love Rock 'n' Roll" (which Spears covers on her new album, Britney). In the following scene, the girls use the money they earned performing karaoke to check into a five-star hotel. When they get into their luxurious room, they celebrate by dancing to "Crazy Love" by BoomK.A.T., which just happens to be Taryn and her brother Kellin's band.

"It's a song about all the things I have love for, from a vanilla latte to doing Tae Bo at the gym," Manning said.

Spears worked to get the band's track in the movie after she gave BoomK.A.T. a listen, Manning said.

"She loved it. She thought it was really good," Manning said. "Marshall [Eminem] ended up hearing my music, too. He took the time to listen to it and said, 'Your sh-- is cool.' That meant a lot to me."

Manning's role as Eminem's ex-girlfriend in his movie is small but important, she said.

"She comes to his work and harasses him and he tells her to go away," Manning said. "He starts seeing another girl in the movie, and you can kind of see how he is going to come back to me."

Manning said she could sense that the first-time actor was feeling a lot of pressure on the set of the film, which is loosely based on his life. The movie is directed by Curtis Hanson ("L.A. Confidential") and co-stars Kim Basinger (see [article id="1449483"]"Kim Basinger In Talks To Be Eminem's Movie Mom"[/article]).

"He's the lead. He's in every single scene," she said. "He just knows he has the power to create something that could have a lot of longevity. He can feel it inside. He's focused. He's intense, but he's also really goofy.

"A couple of days I was there, any downtime, he was writing," she continued. "You could just see him formulating stuff in his head. I thought it was the coolest thing."

Before she is seen on the big screen with Spears and Eminem, Manning will appear in this fall's "White Oleander" with Michelle Pfeiffer, Renée Zellweger and Robin Wright Penn. For now, she's putting acting aside to concentrate on finishing BoomK.A.T.'s debut and getting a record deal.

"It's a mix between hip-hop, trip-hop and pop," Manning said. "Someone called it 'folktronica,' and that's just not right. We're starting something new. It's really hard to explain.

"My brother writes all of the music," she continued. "He grew up listening to '80s music and hip-hop, so imagine that."

Kellin and Taryn (the K.A.T. of their name) have been writing and recording their still-untitled album for two and a half years. Although it's mostly keyboard-driven, the album has one track with Taryn playing guitar, while others feature the cello and clavinet. Many of Manning's lyrics are about her experiences since she moved from Arizona to Los Angeles three years ago to become an actress.

"Through the course of time, the good and bad, I discovered music as my outlet to write," she said. "I've had some amazing things happen and some devastating things. I needed to express myself immediately. I used to be shy to sing stuff for my brother. All of the sudden I unleashed a dragon, and it's almost unstoppable."