WHAT PEOPLE TALK ABOUT when they talk about Liz Phair is first and foremost guy stuff. How her scrappy, provocative debut Exile in Guyville (Matador) is an 18-song, track-by-track dissection of the Rolling Stones' 1972 Exile on Main Street, and how that semi-splashy career move, plus how completely great the record is, guarantees critics will love her. It's hard for them not to. As Sue Cummings has pointed out in a cover story on Phair in the L.A. Weekly, "she has made a meta-album: a feminist critique of a standard in the boomer rock canon, a record that reviews another."

The other boycentric angle on Exile is that it marks the 26-year-old Phair's definitive break from "guyville", a nickname coined by fellow Chicagoans Urge Overkill to describe the insular, male-dominated indie rock scene there. This "guyville" line has disgruntled Phair responding to years of being frowned upon by a judgemental club of boy hipsters, some of whom she dated, and all of whom seem to have their doubts that a woman can "rock", let alone not become an impure sell-out while doing so.

Exile does possess the blast force of a major unmuffling: Phair is breaking silence, even as she sings, with an indelible sneer, "I lock my door at night/I keep my mouth shut tight/I practice all my moves/I memorize their stupid rules". She is fearless in confronting all manner of noxious guy behavior, from casual but wounding put-downs to bad bedroom manners to arrogance that needs taking down a peg.

What complicates Phair's witty wrath is her ability to lob some sexual grenades back the boys' way. "I want to be your blowjob queen," she murmurs in the brilliantly lustful "Flower". She's also more than willing to concede female complicity, even sadness, in the gender wars. "And it's true that I stole your lighter/And it's also true that I lost the map," she sings to a disenchanted (and disenchanting) lover in the splintered road movie of "Divorce Song", "But when you said that I wasn't worth talking to/I had to take your word on that".

Of course Phair has invited the male comparisons with her Exile model. She studied that album with the zeal of a grad student, both to figure out some prime womanly retorts to the songs' malecentric perspective and to learn how to structure a double LP. Yet you don't really think of the Rolling Stones while listening to Liz Phair, save the stray riff or inversion. Instead, you're seduced by the rawness and pith of her lyrics, the stripped-back production and Phair's urgent yet deadpan vocals.

Phair has pried open a uniquely indelicate but accessible space for for her sisters in indie music. More palatable but no less impassioned than Polly Jean Harvey, Phair tempers her ferocity with a quirky guitar-pop sound common to rising bands like the Juliana Hatfield Three, Bettie Serveert and Velocity Girl. But she's also give to experimental dabblings with spooky piano and atonal vocals. She can tackle everything from crudely conveyed romantic resignation ("I can feel it in my bones/I'm gonna spend another year alone"/"It's fuck and run") to borderline hysteria ("I clean my mouth/'Cause froth comes out") and still stun you when she mutters the word "wife" against the breathily sung word "Gunshy", tightening an oblique connection with a curling guitar line.

A first listen to Exile in Guyville -- and it's a record that keeps unfolding its pleasures -- calls up the image of a cool, brainy chick with a major "don't mess with me" 'tude. Yet the booklet art paints a different picture. There's the black-and-white porn pose on the cover, showing Phair peering out from under a Stevie Nickish black veil, her mouth an inviting O-gape, necklaces dangling down her bare chest, a glimmer of nipple exposed. And there's the Polaroid sequence inside, which includes stripper-like shots of a woman with bleached, slicked-down hair flaunting it in a tiny bikini and dark lipstick.

Adding to the confusion is that Phair is shockingly not what you expect. Small, slight and genial, she's an ash-blond with startlingly blue eyes and a bow-shaped upper lip whose long dress and studded black clogs seem more a matter of comfort than a concession to style. Her background is upper-middle-class normal. Dad is a doctor who does AIDS research at Northwestern, Mom leads a group of gifted high school students in art appreciation classes at the Art Institute of Chicago. Of her parents (Phair was adopted at birth), she says, "I just like them better than I like almost anyone on the planet." She rebelled slightly -- "moderate degeneracy," she calls it -- and graduated from a liberal arts college, Oberlin, where, she explains, "everything was so heavy and serious, it sort of destroyed laughter for me for a while."

Phair's the kind of person who asks you sincerely whether your backpack is too heavy to hold on one shoulder ("I'm trying to work out how to carry stuff") and stops dead in her tracks during a walk down lower Broadway to peer into a shoestore and determine if some nubile type inside has breast implants. "Confirm something for me," she demands. "Those breast don't belong on that body. Am I right?" In short, Phair is more girl than grrrrrrl, and proud of it.

As for the sexed-up stance, she's convinced it's a good way to get her ideas over. Hard-line feminists might not dig it, but that's too bad. "If they don't realize that they need more people like me speaking the message, then they're really out of touch," she states. "There are many variations on womanhood, and some are tougher than others." Should the "M" word be flashing wildly -- well, bingo.

"If it wasn't for Madonna I wouldn't be sitting here," says Phair, spearing a leaf in her endive-walnut salad. "Madonna is responsible in one way or another for my legitimacy," she continues emphatically. "People know who the fuck they're dealing with because she's gone around offending everyone for so long that they understand there can be this commercialized embrace of sexuality that can be played with in many ways and get very big."

Actually, it seems more likely Phair would identify with someone like Sonic Youth's Kim Gordon. (The people she's dying to meet are Susan Saradon, Jodie Foster and Queen Latifah, of whom she says, "I'd bow down and suck her toes.") "I used to idolize Kim Gordon," Phair replies, but it was clear early on that it wasn't a game to her, it was deadly serious, and she's very uncompromising. I will never be like Kim Gordon, though I have the utmost respect for her."

But Phair will never be like Madonna, either, a point made glaringly clear both in her video for "Never Said", in which she awkwardly thrusts herself at the camera spotting a variety of outfits, and at a show at New York's Irving Plaza where, clad in red jeans and a white T-shirt, she plays a painfully short, stiff set. Occasionally Phair musters a glimmer of anger or melancholy for the audience, but mostly she just winces and stares at the ceiling for deliverance. Refusing cries for "More!" by saying that she doesn't mean to be "a prick" but encores should come as surprises, Phair seems arrogant rather than petrified, which is more to the point. She's performed about 15 times in her life, and she hates it.

"It's deadly terrifying," she offers. "It's like in school, I could speak in class but if I had to read something aloud I nearly fell apart. It's that thing about being too aware of people's expectations, and the pressure's too great. Plus if you haven't been out playing a guitar and singing into a mike in front of a lot of people, it's not easy to stand up, play, sing, stay on the beat and emote."

There's nothing more reassuring, even charming, about Phair's inability to put across a calculated image in an areana that thrives on them. Even if she perceives pop as the best way to work out her "strong, cerebral woman" agenda, Phair is too intelligent to buy into it with total conviction, which is one reason why her CD packaging for Guyville feels so strained. She may revere Madonna's manipulative smarts, but Phair's talents lie elsewhere. Her gift for concoting lyrics with intelligence and directness, and for wrapping them in infectious melodies that haunt your sleep.

"I've always thought of myself as an artist, in the sense of a visual artist," offers Phair. "I come from that mentality, where this is a craft I'm learning, and this is how I want to tamper with it. I don't see myself within the rock world, band-wise, as in 'I am in a band.' I see myself constantly struggling to figure out ways to get back to my private life and write more songs." She lets out a giggle, something she does often. "I'm going to try and work in a ski resort this winter -- y'know, cleaning up bedrooms? -- so I can be somewhere where I might write some songs again."

There's resonance (if a touch of class confusion) in this notion of cleaning up bedrooms, since they are precisely where Phair's work began. When she was five or six, her mother would sing her to sleep at night, and she would hum along. Soon she was making up tunes at the piano. Phair spent a lot of time up in her room, imagining the adventures she might have, but that conventional teen culture disallowed.

When she was in her early 20s, Phair recorded her first songs, again in her bedroom, making a tape on a four-track and a dare. She would accompany herself on guitar, endlessly overdub vocals and let songs sprawl for days. "Some were so indulgent you would vomit," she says. "I would tag on extra verses pointlessly, like 'Oh, now I'll flip around to a male point of view,' then 'Now they move to Nebraska!'" She called the finished tapes Girlysound, and passed them on to a couple of friends in bands, who copied them for other friends, until the tapes circulated into a state of nearly inaudible dubfrenzy. But the Girlysound work also reached Matador, who tracked Phair down and offered her a deal, turning an almost hermetically private practice into a public one.

It is Phair's do-it-yourself aesthetic that makes her the musical equivalent of Sadie Benning, the 19-year-old filmmaker who's caused a sensation for the grainy, raw shorts she's made at home with a child's Pixelvision camera. Phair is unembarrassed by the homey model and talks about her work in noticeably domestic terms. She describes her early writing as "like a patchwork quilt, layering my voice and coupling songs together or putting a song inside a song." She also has some unique metaphors for creation: "You'll get a couple chord structures together and be humming nonsensical words trying to get at what's right, and then it comes, and it feels like a deity is wandering by and spits and hits you in the head. It's really like this little saliva ball. Ping! Ahhhh."

Phair's semi-divine inspiration is another way of saying that she's abandoned a diaristic female songwriting persona and taken up one of a conceptualist. No matter how much bad-girl expertise she may possess, and despite her allusions to winter depressions and bouts of hating herself for being a "bogus white suburban girl," the dark undertow on Exile isn't strictly autobiographical. Phair attributes her roster of aching, angry women's voices to "a big imagination and a lot of schooling."

That fictive impulse will drive her next album, which she's currently recording, again for Matador because "they leave me alone and let me do what I want," and again with ingenious Guyville producer Brad Wood (also the LP's drummer and bassist), because "he's the bullshit-ometer, he knows how to pull me back from my indulgence and to translate my mega idea into something that works." Phair describes her new record as "12 stories". She says the songs will be far less sparse instrumentally than the ones on Guyville because "production's a fun game, and it's boring not to try new things." She admits she's a little nervous about it, because "I don't have a structure I'm aping anymore, and I was speaking out of a sense of loss and frustration on that record, whereas this one's going to be more upbeat." She raises a brow. "Who knows, it could suck."

Phair's main goal, however, is to make her next effort "ultra-catchy and unplayable". By that she means that nearly every number will be radio-friendly and contain an obscenity. Not that the songs don't organically generate them, she explains, but "people have got to defy the FCC. I've decided I'm not going to care if they won't play me until I have to." She pauses. "And when I have to, I don't know what decision I'm going to make."

These are fighting words for a woman intrigued by the proselytizing power of fame. Then again, part of what makes Phair fascinating is how uneasily she fits the norm of music-biz ambition. Only a couple of years ago she was just beginning to record her songs. The whole thing's been a little rushy and strange.

Phair says she's learning to play the media-buzz game, albeit slowly. Take when she went to England, and the British music press was so disarming that she found herself rambling on and on. "They just say, 'Great, well, let's chat, shall we?' and suddenly you're like, 'And then my mother told me when I was eight that if I don't grow up and be famous, she'll never love me.' I blabbed away. Then I came home and my voice was all raw."

But did she give anything really embarrassing away? "No," Phair says quickly. "I mean, I make blunders like anyone would, but I've always been... well. You can't grow up as an introspective person and not be a little bit aware of how you come across."

PHAIR'S FARE

LIZ PHAIR plays a pre-CBS Fender Stratocaster (circa 1958), as well as a 1962 Fender Duo-Sonic and a 1963 Fender Musicmaster. The guitars plug into a Fender Twin and a Peavey Encore 110, augmented in the studio by a Hiwatt Custom 50 and a cabinet stuffed with 12s by JBL, Celestion, plus a "generic" cone for extra crunch. She sings through a Senheiser 441 onstage, and in the studio a 1963 Sony C37P solid-state and a 1949 Telefunken U47. Liz also plays on "any piano I can get my hands on, which is another way of saying that I have no brand to plug for you".