TOO EARLY IN THE MORNING, LIZ Phair and her three-man band are slumped on couches in the dressing room of a mid-Manhattan video studio. Here, MTV tapes many of its live-music segments, and Phair is the guest on 120 Minutes, the channel's late-night show devoted to new rock. She'll perform with her band, then she'll chat with Lewis Largent, the elaborately casual host. Later, she'll face the public with a two-night stand at the Academy, a decaying West 43rd Street theater pressed into service as a rock club.

Phair is crouched over her guitar; all that's visible is a puff of shoulder-length ash-blond hair. In person, she's modest; it's her songs that can sometimes be startling in their sexual directness. Quietly, she and her band -- Casey Rice on guitar, Lerroy Bach on bass and Brad Wood on drums -- rehearse one of those songs, "Never Said", a college-radio hit from Exile in Guyville, one of the most celebrated independent albums of the 1990's. When the album appeared, Phair had performed fewer than half a dozen times in public, and she was barely a rumor outside Chicago. It didn't take long before every alternative-rock fan knew her name: The album sold more than 200,000 copies, topped the Village Voice's 1993 rock critic's poll and was named album of the year by Spin magazine. Within the next few months, her audience will grow rapidly, as her new album, Whip-Smart, carries her from the fringe to the real thing.

But back in the dressing room, Phair is warily negotiating the new demands on her: she wants to use MTV, not be used by it. As if to contradict her more explicit songs, she is dressed demurely: a black vest over a black turtleneck and dark brown jodhpurlike pants. She had wanted her band to plug in and rock, but MTV had insisted that they perform on acoustic instruments. At least the station won't control her face; when the makeup woman arrives, Phair gives specific directions on exactly where the blush and powder go.

Before heading for the studio, she huddles with the band. "How many songs do we want to do?" she asks. "Two, three? Because, you know, they'll take as much as we want to give them."

HOW MUCH TO GIVE IS A QUESTION THAT PREOCCUPIES Phair. She felt ambushed by the attention that came with Exile in Guyville. The album was a collection of songs about love and lust and the vast terra incognita between them, and it was brutally frank. Sexual confusion reigns in popular music for twentysomethings. Many rappers are bluntly misogynistic, toting up conquests and cursing noncompliant women. Alternative rockers tend to be evasive or noncommittal, as if convinced that no attachments will last so there's no sense trying. Phair has higher hopes. She announces on the album: "I want a boyfriend, the kind of guy who makes love 'cause he's in it." And when things don't work out, she picks herself up, dusts herself off and tries again.

The record generated an immediate reaction from college radio stations and critics. The songs were tuneful, intelligent and quietly startling; in "Flower", she matter-of-factly sings, "Every time I see your face / I think of things unpure, unchaste," then goes on to describe them in detail. Her songs present someone who's both self-determined and sexually frank; a grainy photo-booth snapshot of a topless Phair appears on the front of her first album. She's 5 foot 2, eyes of blue, fair-haired and clear-skinned, with, as her record-company handout says, "perfectly arched lips." But she's not, she hastens to point out, the character in her songs who was sleeping around at age 12, or the one who greets men with promises of athletic sex. Half-seriously, she says she worries about becoming "the next feminist spokesmodel."

Phair is part of a 90's wave of smart female rockers -- among them P.J. Harvey, Belly, the Breeders, Scrawl, Juliana Hatfield, Babes in Toyland, the Spinanes, Curve, Tori Amos, Hole, Tsunami and L7 -- who are speaking up about love, sex, power and ambition. They are confident and idiosyncratic, daughters of feminism, punk rock and the Pretenders.

They grew up with MTV, studying Madonna and other video-era experts on image manipulation, and they choose their poses deliberately. Some are crafty, some primal, some enigmatic, some candid. Neither prudes nor sex kittens, they share no party line, but togehter they are revitalizing rock.

"I don't think these women artists are working off each other," Phair says. "I think they're just working. If there's a common thread, it's our experience. Our experience is about borders, about where we can and can't have access."

Phair, at 27, is on the less abrasive end of the new female rock spectrum, tuneful enough to draw praise not only from her contemporaries but from elders like Bonnie Raitt. She looks like the well-scrubbed, upper-middle-class college graduate she is (Oberlin, 1989), and she admits to getting along well with her parents. Her father is John Phair, a major AIDS researcher and the head of infectous diseases at Northwestern Memorial Hospital; her mother, Nancy Phair, is a historian at the Art Institute of Chicago.

Phair writes straightforward songs, wiry midtempo rockers that owe more to the Eagles than the Sex Pistols, at least on the surface. She uses unconventional guitar chords, and willingly ignores typical pop structure. While she can dispense verse-chorus-verse like a pro, many of her songs are asymmetrical, starting in one place and ending somewhere else, carried along by clear melodies. She rarely raises her voice when she sings; there's a Midwestern clam at the center of her tone, even when she's telling a lover she'd like to "roll you up in plastic, toss you up and pump you full of lead."

Here songs don't mince words. On Exile in Guyville, Phair stoically dissects a dozen ways for men and women to misunderstand and betray one another. "It's true that I stole your lighter, and it's also true that I lost the map," she tells a lover and traveling companion in "Divorce Song". "But when you said that I wasn't worth talking to, / I had to take your word on that."

Phair's language is plain and sexually explicit. She says her diction comes from her parents. "With my mother, swearing was strictly prohibited," she says. "But my father swore -- he'd be putting up the Christmas tree, saying 'Goddamn it!'"

"So the larger the word and the smaller, the more obscene the coupling, the better it is in my book. If I can run through some stunning grammatical twist and then at the same time throw in some completely plebeian sentences that sound just off the tongue of a truck driver, then I'm really happy."

In Phair's songs, the narrator makes mistakes, is used by men and sometimes uses them in return. She knows how to flirt; she also knows how to survive everyday sexual warfare. One romance after another misfires, but anger and disillusionment aren't enough to make her give up on men entirely. Yet for all her efforts, lust and affection refuse to stay in sync; the first words on her debut album are, "I bet you fall in bed too easily."

The reaction to Phair suggests that she isn't the only one trying to sort things out. She has found a devoted audience among college students and twentysomethings, including some heavy-breathing male computer users who discuss her every gesture on the Internet. At concerts, says Wood, Phair's co-producer and drummer, "young women crowd the front of the stage and sing every word, and then there's usually some goony guys behind them, kind of junior stalkers, who saw the topless shot on the album. But most people are pretty well behaved."

Phair worries, she says, about "the big gap between the object of everybody's affection and the person who has become that object. I always admired people who could invent a world. But it seems like people are so disappointed that it's not you, because they needed to believe this creature existed."

ELIZABETH CLARK PHAIR WAS adopted at birth from an agency near New Haven. Her mother, Phair says, chose the name because she thought it would look good as the byline of an article in the New Yorker. "I was always told that I was adopted," she says. "It hasn't been a major issue, but it's probably a strong underlying issue, in a quiet way, in those deep mental recesses. It makes make feel a little bit detached from everything and at the same time it makes me free, in a really weird way, to pursue my identity according to my instincts, because my instincts must be biologically valid."

"I don't have a biological mother to refute. Bad behavior in a child, you can frame it up against your parents -- you know, 'You're just like your father.' Since I don't have that model, it frees me up to pursue what I want to perceive as myself."

When she comes to the East Coast, though, Phair keeps an eye out for potential relatives. "I have an amazing eye for genetics. I'm fascinated by brothers and sisters who look alike. I look around, staring into people's faces."

Phair grew up in the affluent Chicago suburb of Winnetka, Illinois. After considerable indecision, she studied art at Oberlin. One day, she recalls, "I decided to make a name for myself and become a fine artist. I had a modern art book assigned to me by a female professor. I started counting and there were, I think, 15 female artists before 1960. That was pretty frightening, but I figured that after 1960 there were sure to be more. And there were 15 females artists after 1960. So in a book of 1,200 pages, there were 30 female artists. I just freaked out, I walked around for days telling everyone I could, and they'd say, 'That's nice, Liz.' It was really frightening to me. That's what I wanted immortality for -- to get my name in the history books and to make sure I could pursue my interests."

Phair worked in New York as an intern for the politcally focused artists Nancy Spero and Leon Golub. AFter graduating from Oberlin, she moved to San Francisco with some classmates. "It ended in total disillusionment," Phair says. "None of us followed through on any of our plans. Nobody came charging through our door saying, 'Oh, you little pocket of creativity, come work for me!'"

Phair bounced to Boston and then back to Chicago; for a time, she supported herself by making charcoal drawings. "I was hellbent not to get a job, and I wanted to make my art work -- frankly, because everyone told me I couldn't do it. It nearly killed me. I lived without gas, I ate at friends' houses, I kept trying to pretend I had money. It was romantic for 25 seconds a day, but that sustained me."

In the early 1990's, in Chicago as elsewhere, there was a circle of independent rockers: arty slackers with long har and loud guitars. In Chicago, the largely male scene came to be called Guyville (the Chicago band Urge Overkill named a song "Goodbye to Guyville" on a record called Stull, released in 1992). Phair started writing songs -- on a dare, she says -- to participate as something more than a Guyville hanger-on. She recorded them in her bedroom on a basic four-track machine.

"Before this was professional, before I was making money off this product, once I'd done a song, I'd play it for about two weeks and then that was it," she says. "That song was gone. I had no need for it. I'd expressed it, it was fun, I'd been in love with it, I'd gotten over it, I was on to the next thing."

She packaged the results as cassettes under the name Girly Sound, and sent them to just two people -- members of alternative rock bands, who then copied them for friends. The tapes percolated through a national underground of home copiers and collectors, and Phair grew more ambitious. "Liz called on the phone and asked if we'd put out her record," says Gerard Cosloy, co-owner of Matador Records, an independent label that hasn't lost its cachet, even though it is now distributed by Atlantic Records. "I get a lot of silly, audacious calls. But the day before, I'd read a review of a Girly Sound cassette in Chemical Imbalance" -- a punk fanzine. "The review was very funny."

Phair sent a six-song tape. "I liked it a lot," Cosley says, "and played it for everybody else. We usually don't sign people we haven't met, or heard other records by, or seen as performers. But I had a hunch, and I called her back and said O.K." He proffered a $3,000 advance, and Phair began working on a single, which turned into the 18 songs of Exile in Guyville.

When Wood first heard Phair's homemade tapes, he was startled. "A lot of the four-track stuff is an extremely frank assessment of men and relationships," he says. "I had never heard anybody say those words, let alone sing them. Until I heard her music, I had wondered if there was anyone who really thought that way. I wished I had a girlfriend who was that cool -- though that would be kind of scary."

With Wood co-producing and playing drums and guitar, Phair found the kind of lean, rangy rock she wanted for Exile in Guyville. She constructed the album as a woman's song-by-song answer to the Rolling Stones' 1972 masterpiece, Exile on Main Street, showing connections -- some obvious, some arcane -- to elements of her own songs. "When I made Guyville," she says, "I was extremely frustrated, extremely... there was so much that I needed. The album was designed to say to this man what it had been like for me."

The topless photo on the album -- "the freak Liz" -- is equivalent, she says, to the circus freaks on the Rolling Stones' cover. And the back presents Phair without makeup, staring up at the camera in her regular guise -- "the real Liz".

Of the front-cover pose, she says with a laugh, "When you're doing it yourself it makes perfect sense to you, because your logic is the only thing bothering you at the moment."

She didn't expect to be ogled. "When I made the album," she says, "everyone that I needed to prove something to was within a mile radius of my apartment. Not that many people were supposed to see it. I expected to sell about 3,000 records, and it would be in the indie crowd already, so what would it matter? It's already a self-selecting group of people who were not so prurient to begin with."

That changed fast, as Exile in Guyville quietly took off. "If you had told me we were going to sell 5,000 copies, I would have been satisfied," says Cosloy. "If it had been 20,000 or 30,000, I would have been pretty shocked. There was no precedent for it in my experience. The sales were generated by a lot of word of mouth and by Liz's hard work."

And so Phair had to leave the privacy of the bedroom and the studio for the stage. Her first shows were tentative, her voice cracking from stage fright. And she initially resisted the idea of leading a band, fearing she would be "submerged" in it. In fact, Phair has managed to convince herself that Wood and Rice (who backed her on the album) and Bach aren't exactly a band, although she has been touring with them since late last year.

Phair also collaborated with Wood and Rice on Whip-Smart. Any sadomasochistic connotations in the title, she insists, are unintented. "I have never desired to be hurt in any form," she says. "I'm a pleasure-seeker."

Phair canceled a summer tour of Europe to work, instead, on videos for the album, which she hopes to turn into a feature-length movie.

"I think I can be subversive," she says. "If I have three or four videos which are MTV-playable, I can do anything I goddamn well want for the rest of the venture." It is one more tradeoff: a little pop fodder camouflaging riskier stuff.

Whip-Smart reflects a more assured Phair, she says. "Guyville was stuck and pounding on a door. With this one, suddenly I had a vista. Where I was stationary, watching what was going on around me, this time I'm going somewhere, because I'm up and out of it."

"It doesn't have that sort of frustrated, tense -- a detractor might say whining -- quality to it," she says. "It's more confident-sounding, maybe, a little more playful. And it isn't quite as much man-woman, man-woman, man-woman. There's lots of love songs and a lot of didn't-go-right songs, but there's a lot of other kinds of songs, too. And yes, there's some smut."

Whip-Smart holds onto the homemade tone of Phair's first album, but beefs it up with an occasional synthesizer or aggressive guitar. On Exile in Guyville she often sounded like a smart young woman sulking in her bedroom; on Whip-Smart she's confident and mobile. She's sure of what she wants: a lover like a "human supernova", a "man of action" to drive her "down those dangerous avenues." She thinks not just about the last thwarted romance, but about long-term possibilties: the album's title song is about educating a son. And when things go awry, Phair's narrators pick up and go: to Mexico, Nashville, Los Angeles. She's still eloquent about jealousy and obnoxious men, but now she's not letting them rule her life.

THE CROWD AT THE ACADEMY has a distinctly collegiate air, a bright-eyed, tucked-in scruffiness. Jeans, black and blue, are broken-in but not tattered; the T-shirts plug college-radio favorites. The audience is about half female, which means there are more women than at many rock shows, and fans are eager to talk up Phair's virtues. "She's not afraid to take risks," says Sarah, a 28-year old with a British accent. "Some of the songs are quite explicit and out there."

Anthony, a 22-year-old who lives in the East Village, says, "I love that she loves being raunch." Adi, 21, declares, "She speakes from the heart and she says a lot of really important things." Jean, a 30-year old woman with close-cropped hair and a black leather jacket, says, "Even though she's not gay, she's pretty cool."

Yet Phair is a reluctant performer. "I can't feel these songs any more," she says before the show. "I have to act like I feel them. It feels very scammy to me, it feels very much not a sincere element for my music. I can get really upset about this."

"If performing live is a livelihood, I'm never gonna make any money in this business. They can try really hard to make a performer out of me and I'll rise to the occasion. But I'm much happier making the art, and if this messes up my career, I can accept. I can be poor again. Some people just take to performing, and it feeds them. But it drains me. What feeds me is to have an actual project for my efforts. Where is it written in the God book that if you make records you have to play live? There's plenty of bands out there playing live, what do they need me for?"

"I don't think I can give it up for a couple of years, but there's no way I'm going to play this out," she says. "I may make albums for a really long time, but in terms of promoting them, that's totally finite. I'm going to have, if I am able, barring any godforsaken ailment, children and hopefully a life, somewhere when I'm around 30, 32."

On stage, Phair is more diligent than charismatic, still not used to spotlights in her eyes. "It's weird not being able to see the audience," she says, peering down at the upraised faces. Still, the band is energized, rocking out like junior Rolling Stones. It's too much: there are shouts from the audience to turn down the guitars, because Phair's fans want to hear the words. "All right," Phair says, brushing her hair from her forehead. "I will project."