"I LIKE TO EVOKE A REACTION THAT UNSETTLES PEOPLE WITHOUT ACTUALLY shoving anything down their throat," said singer-songwriter Liz Phair. Unsettled is one word you could use to describe the reaction to Exile in Guyville, the twenty-six-year-old's 1993 debut album in which she tossed off dozens of barbed and much quoted provocations such as "I want to be your blow-job queen" and "Fuck and run/Even when I was twelve" with a candid ease. Depending on just who you talked to, Phair was either a master manipulator, Gidget with a grudge, or the coolest friend a girl could have. The clean-cut Phair was at once smart, sexy, sarcastic, and empowering -- a collision of traits that would twist the linear boy game of indie rock into a curvy, unpredictable shape.

With virtually no airplay, MTV push, or record-company hype, Exile in Guyville topped critics' polls (ROLLING STONE named her best new female artist of 1993), inspired reams of critical deconstruction, and made Phair a champion of the male-dominated alternative-rock scene from which she'd originally felt exiled. In the course of one year, the singer went from recording demo tapes in her bedroom to appearing on Late Show with David Letterman. Guyville went on to sell more than 200,000 albums.

"I know what I'm doing when I use the the word fuck, but I think it's termed explicit only because I'm a girl," she has said. "The thrill of it is like, your little sister could be... having these thoughts and you wouldn't know it.... It makes you look around at all the good girls and wonder what's going on in their heads."

That's exactly what Guyville did, luring unsuspecting listeners past the dirty words and into Phair's deeper expressions of frustration, compassion, lust, and hurt. The switch-and-bait approach dazzled schooled feminists, who embraced her as a saboteur of gender stereotypes; everyday women, who viewed her as a long-lost peer; and male audiences, who saw Phair a as challenging yet approachable tease. But too often, Phair's sexual preoccupations became the nucleus of the media's critical reactions to her work. "Liz is often imagined as a slut because she sings about blow jobs," according to Brad Wood, Phair's musical partner who coproduced and played most of the instruments on her first two albums. "[But] they miss the whole point. There's so much more to Liz Phair than they even know."

ELIZABETH CLARK PHAIR WAS BORN ON APRIL 17, 1967, IN NEW HAVEN, CONNECTICUT, and grew up in the affluent North Shore suburb of Winnetka, Illinois. The adopted child of Nancy and John Phair, an art historian and distinguished doctor/AIDS researcher respectively, Phair was weaned on the music her parents played around the house, which included Bob Dylan albums and the Jesus Christ Superstar soundtrack. Early on, Liz would concoct tunes on the family piano. She has credited her parents, "conservative liberals with Eastern educations," for her sense of artistic freedom. "I did not come from a situation of struggling... to overcome," Phair has admitted. "The greatest expectation they had of me was that I do something well."

In pursuit of a future as a visual artist, she attended Ohio's Oberlin College and eventually pulled off a degree in art history and studio art "by the skin of my teeth." She briefly assisted various prominent artists in New York City, but then headed to San Francisco, where she conjured up ideas for her Girly Sound tapes. It wasn't until she returned to Chicago in 1990, however, that Phair actually put her music in motion. The homemade Girly Sound tapes made their way into America's indie-rock circuit, and by May 1992 she landed a recording deal with Matador, a hip New York independent record label.

"Those tapes were all intentionally about using a little-girlish voice to say really dirty things and play with pedophilia," Phair has said. "...At the same time [I was] titillating them, [I was also trying] to bring them close enough so I [could] smake 'em."

If Girly Sound constituted a smack, Exile in Guyville delivered a wallop. Designed loosely to be a song-by-song response to the Rolling Stones' classic 1972 album Exile on Main Street, Phair's Exile proved blasphemous to rock purists and liberating for listeners tired of just guys getting their rocks off. "I did the Rolling Stones' thing because I had no clue how to make an album on my own," she says. "I didn't want to ask anyone or have anyone else's input on it. I just wanted something to help me. So I started listening to Exile on Main Street over and over again, and hearing what was underneath it. I kept thinking, 'I've got answers to this.'" Phair had also used the term "Guyville" to describe a figurative place where collegiate male slackers going nowhere in life gathered to pontificate over pop-culture trivia while ignoring their girlfriends' opinions. Phair's inability to settle into Chicago's branch was both a source of tension and inspiration for her.

Musically, Guyville offered Phair's impressive yet imperfect vocal scale over spare acoustic and woolly electric guitar, tambourine, maracas, and piano. Her lyrics teetered between sarcastic ("Check out America/You're looking at a babe/Check out the thinning hair/Check out the aftershave") to bluntly realistic ("It's better to be friends than lovers/and you shouldn't try to mix the two/'cause if you do it and you're still not a happy/then you know that the problem is you") to ironically manipulative ("I take full advantage of every man I meet"). One moment, Phair appeared to parody the pristine, high-pitched voice of Joni Mitchell, the next she'd drop back into her understated, often wavering croon. In Wood's hands, the songs seemed to slow down, speed up, and warp like an old album on a dying turntable. He also provided a busy yet subtle backdrop of synthesized effects and samples, such as a half-second Zeppelin riff.

The dynamics of the album didn't quite come across in Phair's early live shows, though. She was nervous and not quite ready to perform. (It would take a good two years before she began to look and sound confortable onstage.) Almost everyone was forgiving, though; Guyville proved Phair could deliver the goods.

Coming off the feverish response to Guyville, Phair decided to record her next album in the Bahamas. She, Wood, and guitarist Casey Rice cut fourteen songs in nine days. "Guyville was much more of a personal vision designed to reach people. With [the new record], I wanted to trick people, for the songs to be recognizable enough so there would be something familiar about them, but then, ten days down the road, it starts to freak you out." The 1994 album, Whip-Smart, was in some ways a reaction to all the low-brow scrutiny and high-brow analysis Exile in Guyville had received. This time around, she offered only a few sexually explicit lyrics ("You fuck like a volcano and you're everything to me") and more bold confessions about an increasingly damaged self-image ("Well look at me, I'm frightening my friends") and her struggles with self-worth and jealousy ("I can't believe you had a life before me").

Though Whip-Smart's lyrics were provocative enough to have Esquire name Phair one of the "Do-Me Feminists" in 1995, it seemed indie rock's blow-job queen wasn't explicit enough to get some fans off anymore. Critics suggested she had sold out (Phair appeared in the pages of Elle and Vogue even before the album was released), while some female fans began to wonder if Phair, who appeared on the cover of Rolling Stone in a silky slip, was playing into the sterotypes she initially parodied. Though her sophomore effort hit Number Twenty-seven on Billboard's album chart, it also didn't hit the commercial success it was poised for, and Phair suffered backlash.

So she retreated, abandoning a late-1994 tour and dumping her band. It was clear the criticism had stung: "All my life I've known who I was. The most insidious doubt is to doubt your sense about yourself," Phair had said after recording Whip-Smart. "I used to be a loud-mouthed girl on the scene; I loved having presence and personality. Now I keep a really low profile and pretend to be nice and demure."

In March 1995, Phair took a plunge that seemed to be her ultimate act of defiance: She got married, to film editor Jim Staskauskas, who also shares the credit for directing Phair's videos with her. "I don't see marriage anymore as the end of my life," she said. "It's not a step down, it's a step over." She embarked on a solo acoustic stint that spring, during which it was clear she'd been practicing her chops. Later in that year, Matador released an EP, Juvenilia, a rough collection of fairly silly Phair songs that seemed to poke fun at all the importance placed on her.

"It astonishes me," she's said with undue modesty, "like there's been this big hole that no woman could fill until now.... So many women have said the very things I'm saying, just in different ways. I just hit a chord and people suddenly heard it."

Phair became pregnant in April 1996, two months after starting work on her third album, Whitechocolatespaceegg, with big-time producer Scott Litt (R.E.M., Nirvana, Hole). Infighting between Litt and Phair over the album's direction caused the singer to sequester herself in a rented summer house in Michigan, where she wrote songs devoid of any outside influences. By late summer, she reunited with Litt and began recording in his L.A. studio, Louie's Club House, with a new group of musicians. (Phair even did a song with all the members of R.E.M. except Michael Stipe.) She worked almost up until the day of her son's birth. "I wrapped my belly in towels when we rehearsed so he wouldn't be overloaded by sound," said Phair. "There's this thing called pregnancy insanity, which did not mix with the rock world. You couldn't smoke anywhere near me; no one could argue. I was so anal, but it was interesting, being fully female and hanging out with musicians."

The singer took a break following the December 21 birth of her eight-pound, ten-ounce son, James Nicholas Staskauskas (Nick), and finally finished the new album in late spring of 1997. On the eve of the record's release, Phair's perspective had changed drastically from that which followed her last two albums. "There's stuff about Exile and Whip-Smart that people see as naive and beautiful, but this album isn't like that," Phair said. "This is more knowing and experimental. We're fucking around and we know it. I just wanted to like it, I wanted to have fun. That whole thing about being a critic's baby -- having to please people that expect a certain image out of you -- is just gone from my life. You just start thinking 'Fuck it!' How can you always try and please people? This is your life, the album you like, and you have to fight for that."

FROM HER UNDERGROUND POSITION AS UNINVITED INDIE QUEEN, PHAIR waged a war and won. She tucked her whole self -- good, bad, and ugly -- into songs and pushed them past the damning, one-dimensionality of chick rock. Phair's raw, blunt approach paved the way for like-minded women, opening the door for the confessional ire of chartbusters like Alanis Morrisette and Patti Rothberg. Phair hardly sees herself as a mentor, but five years ago, she predicted they'd get there somehow. "I bet you a million bucks you're gonna see more women start doing [pop music] in offbeat ways, more so than men," she said. "I think that women are gonna find since there is no history, they can kinda write it."