MADONNA turned up to watch Britney Spears in concert - but managed to draw all the attention her way.
The Material Girl turned up to see the Toxic star at the New York leg of her Circus tour minutes before she came on stage.
With her manager and bodyguards by her side, Madonna made a full show of walking through the venue to her box right front of everyone in the Nassau Coliseum, Long Island, NY.
One fan who saw Madonna arrive said: "She purposely walked up the main stairs in front of everybody so they would all notice her.
"Celebrities definitely don't need to go up the main stairs to get to their suites."
Just before the final song of the night, a spotlight beamed into her private box and lighted up Madonna as she left the venue.
But if Britney felt upstaged, she rose above it and posted a message on her official website that read: "Britney was thrilled to have her there!"