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08/28/2000 2:00 AM, LAUNCH
Ann Brown


Just a few short years ago, Cleopatra were three cute teenybopper sisters from Manchester, England, who could sing catchy pop tunes. In fact, their debut album, 1998's Comin' Atcha, sold some 250,000 copies and garnered Cleopatra (Zainam, Cleo, and Yonah) worldwide recognition. Their first single, "Cleopatra's Time," made it to the top of the U.K. charts and was the No. 2 most-requested video on MTV; they performed at the Vatican (at the request of none other than the Pope) and Wembley Stadium, and even had their own TV concert special on the Disney Channel.

Well, these pop queens--who, incidentally, predate both Britney and Christina--are about to flip the script with their sophomore LP on Maverick Records, Steppin' Out, a decidedly more soulful effort. "The music is a lot more different. We did more R&B, which is closer to our roots," says Zainam, who at age 19 is the eldest of the trio.

Cleopatra's second disc may not be as poppy as their debut, but their overall sound is still full of fun. "On the first album, we talked about the world and issues," notes Cleo, 18. "This time around, we're talking about relationships, and it's not nearly as serious." The album's first single, "U Got It," sets the party tone of Steppin' Out.

The sisters don't think that fans will be surprised by their newfound R&B sound, which they explore and cultivated with the help of production heavyweights like Daryl Simmons and Jimmy Jam & Terry Lewis. "With Cleopatra, we always want to do something different," explains Yonah, 16. "We don't want to follow trends."

The fact that, a couple years ago, many were shocked to see three black Brits belting out straightforward dance-pop wasn't lost on the threesome. "Down here [in the U.S.], it's dominated with R&B, but in England you have a lot of pop. And it was hard being a black group doing pop," confides Cleo. "I think when people first saw us with our braids, they assumed we would be doing R&B. I think it was important that they see we could sing pop. We can sing R&B, soul." However, she adds, "I think doing R&B will bring us more into the American market."

At the moment, Cleopatra are busy criss-crossing America, spreading the word about Steppin' Out. They're well on their way to conquering the U.S. R&B scene: There's talk of their getting their own television show, and they recently signed a major modeling deal with Cover Girl cosmetics; their Cover Girl TV commercials with supermodel Nikki Taylor are already airing. "That was exciting to do," says Yonah. "I have so much Cover Girl stuff. But it's bad--I'm greedy, because I still want for more."

When they aren't traveling--or testing new makeup products--the sisters spend whatever limited free time they have with their boyfriends. "We're [the group] together 24-7, so when we do have some time off, it's spent with a boyfriend," says Zainam. "We all have guys who understand the type of business we're in. It's hard, but we're making it work."

As for the trio's hardcore work ethic, Yonah says, "We want to prove to people that we worked hard to get to where we are. We heard all kinds of things before--that Cleopatra doesn't write, that Cleopatra is a manufactured group. We write, we sing, and we've been doing this for more than 10 years. And we want people to know Cleopatra is going to make good music and keep surprising our fans for a long time."

It's obvious, Cleopatra may have entered as girls, but they're steppin' out as women.