A TORNADO IS BREWING SOMEWHERE OUTSIDE CHICAGO. THE SKY IS A DEEP yellow-gray and ignites sporadically with shards of pink lightening. A gust of wind blows through the old wooden porch of Liz Phair's rented carriage house, whipping her straight blond hair up into an electrified tousle. "I like to evoke a reaction that unsettles people without actually shoving anything down their throat," says the 27-year-old singer-songwriter. Unsettled is one word you could use to describe how people reacted to her debut last year, Exile in Guyville in which Phair tossed off dozens of barbed -- and much quoted -- provocations, lines like "I want to be your blow-job queen" and "I can feel it in my bones, I'm gonna spend another year alone. F--- and run, f--- and run, even when I was 17," all with a frank confidence rather than in-your-face flamboyance. With virtually no airplay, MTV push or record-company hype, 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 alternative-rock scene from which she originally felt exiled. In the course of one year she went from recording in her bedroom to appearing on the Late Show With David Letterman.

"My lyrics are not explicit at all," Phair says with a laugh, sipping white wine out of a ceramic coffee cup and kicking her feet up on the dusty patio furniture. She has just shed remnants of a photo shoot -- deep-blue eye shadow and a metallic miniskirt -- and is now in baggy, faded Levis, a small orange T-shirt and clogs. "They're totally how I talk. I have a potty mouth. I know what I'm doing when I use the word f---, but I think it's termed explicit because I'm a girl," says Phair, up against a sharp crack of thunder. "The thrill of it is like, your little sister could be up there having these thoughts and you wouldn't know it. That's the titillation. It makes you look around at all the good girls and wonder what's going on in their heads."

Inevitably, Phair's sexual preoccupations became the focal point of reactions to her work: Feminist rock critics embraced her as a saboteur of gender stereotypes, Playboy offered her a photo spread (she turned it down). Now, with her recently released second album, Whip-Smart, Phair is finding it harder than ever to weather the onslaught of fame with her inherent contradictions intact. She's a woman who can look, by turns, sexy or non-descript. A woman who ironically calls herself a girl ("I don't say woman because I think people perceive me as a girl," she explains). An individual who would like to provoke thought but who feels suffocated by the onslaught of low-brow scrutiny.

"Liz is often imaged as a slut because she sings about blow jobs and sings the word f---," says Brad Wood, who has co-produced and played most of the instruments on Phair's albums. "It's like they miss the whole point. There's so much more to Liz Phair than they even know."

Here's what we do know. Elizabeth Clark Phair grew up in the affluent North Shore suburb of Winnetka, Ill., the adopted daughter of Nancy and John Phair, an art historian and a distinguished AIDS researcher, respectively. She was weaned on her parents' Bob Dylan and Jesus Christ Superstar albums and concocted her own tunes on the piano at home. She credits her parents, whom she describes as "conservative liberals with Eastern educations," for her sense of artistic freedom. "I did not come from a situation of struggling or trying to overcome," she says. "The greatest expectation they had of me is that I do something well." In pursuit of a future as a visual artist, she attended Oberlin College in Ohio 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, then headed out to San Francisco, where she partied nonstop. It was there that she began conjuring up ideas for her Girly Sound tapes -- some of which went on to inspire Exile in Guyville -- but it wasn't until she returned to Chicago in 1990 that she actually put her music in motion. Literally homemade, the Girly Sound tapes soon found their way into America's underground indie-rock circuit, and by May 1992 the then-25-year-old singer/songwriter landed a small recording deal with the hip New York label Matador Records.

"Those tapes were all intentially about the art form of using a little girlish voice to say really dirty things and play with pedophilia," says Phair. "That's my way of fisting all the people that I believe exploit a woman's sexuality. But for the people who initially became aroused, if they listened to what I was actually saying, it was a smack in the face. It would be like Dorothy singing, 'And I f---ed you!' So at the same time of titillating them, it's to bring them close enough so I can smack 'em."

If the Girly Sound tapes caused a smack, Exile in Guyville delivered a wallop when it was released in 1993. "I did the Rolling Stones' thing because I had no clue how to make an album on my own," says Phair, whose Guyville, a direct song-to-song response to the Stones' 1972 Exile on Main Street, has sold more than 200,000 copies. "I didn't want to ask anyone or have anyone else's input on it. I just wanted something to help me. 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! But it wasn't like, 'You say this, I say that.' Sometimes it was like, 'I see it your way,' or 'It's this way in my girly world.' I gave myself room, whether I was contradicting what they said, relearning it or using a parallel symbol. It was like answering a letter."

IT'S HUMID INSIDE THE CARRIAGE HOUSE PHAIR SHARES WITH HER film editor boyfriend, Jim Staskauskas, and his 15-year-old son, Aidan, in Bucktown, a bohemian suburb just west of downtown Chicago. The vintage yellow formica kitchen table is littered with drugstore makeup, odd broken earrings, unopened mail and parking tickets. A pile of dishes waits in the sink to be washed, while in the next room, the teen's caged rat, Willard, nests in a pile of old clothes. Phair searches around absent-mindedly for some keys she lost in between the last photo shoot and interview.

"You'd think being a rock star was all decadence and glamour," she says, still fumbling. "But I've never felt so responsible in my whole life. I have to keep thinking like an accountant, media artist, musician. The sad thing is, all this came about 'cause I sat on my ass, diddled in my room and created songs. Now I have hardly any time to get bored enough to be funky and creative."

It's precisely this frenzy that drove Phair, Wood and guitarist Casey Rice to the Bahamas to record the vocals for Whip-Smart last February. Between plenty of rum and afternoon swims, they cut tracks for nine days. "I'm really a big, decadent '70s rock star at heart," says Phair with a laugh, who points out the difference between her two albums. "Guyville was much more of a personal vision designed to reach people. This time, I wanted to trick people. I wanted the songs to be recognizable enough so there would be something familiar about them, but then 10 days down the road it starts to freak you out. You might run to the turntable and say, 'What the f--- is she saying that for!'"

On the new album, Phair sings about the events in her life of late, from her boyfriend of one and a half years ("Your kisses are as wicked as an F-16, and you f--- like a volcano, and you're everything to me") to her jealousy ("I can't believe you had a life before me!") to her new-found role as a seminal pop star ("Well, look at me, I'm frightening my friends"). Musically, Whip-Smart offers the same quirky, lopsided pop and rich-yet-imperfect vocals as Guyville, but the album is already transcending its alternative-rock boundaries and crashing the mainstream. For starters, it landed her in the pages of Elle and Vogue before it was released.

INSIDE THE URBUS ORBIS COFFEEHOUSE, JUST MINUTES FROM PHAIR'S home, bohemian-looking regulars try their best not to recognize the five-foot, two-inch singer. Phair, who is dining on everything from baked Brie to Chinese noodles, is too hungry to notice. Just then, an acquaintance comes over and asks if she saw the recent review in the local alternative paper. "It said you were bogus," offers the visitor. The review is part of an inevitable but small backlash from the faction of the underground rock world that's always screaming sellout! "I've learned not to pay any heed anymore," says Phair, smiling politely, but you can see it seep in. "I try not to read anything anymore," she says after the man leaves the table. "If I do accidentally read something, I get paranoid: 'What does that mean? What are they saying about me? How did I miss this?' And you're in the mirror going, 'Who the f--- is this staring back at me?' All my life I've always known who I was. The most insidious doubt is to doubt your sense about yourself."

Phair rubs her tired eyes, then gazes at the line of patrons standing at the wooden coffee bar. "I used to be a loudmouthed girl on the scene. I loved having presence and personality, and now I keep a really low profile and pretend to be nice and demure. I try and keep low so I don't have to explain at a dinner table what I meant by juxtaposing my songs with the Rolling Stones'.

"All this scrutiny has made me more neurotic about what I'm worth as a woman and how I'm seen -- what my boyfriend sees in me," she says. "Half the time we fight 'cause I feel insecure about my looks or his love for me. I remember reading an interview where Cindy Crawford said she was afraid of Richard Gere leaving her, and everybody was like, 'What!' But to me it was like, 'Duh!' -- she's been assessed down to the very mole on her face. She's priced. She has a value."

There's a larger, overall value stuck on Phair's head. Like most other female artists coming into rock as individuals -- including Courtney Love, Polly Harvey of PJ Harvey and Kim Deal of the Breeders -- she is often pegged as part of a women's movement in rock. It's an umbrella idea that she won't deny has worked in her favor but isn't entirely true. "I was originally going to call the album Tailhook 'cause I feel like I rode that tail wind -- you know how bikes ride behind trucks. That's what got me up fast. But I think I can do better than that in terms of straddling a couple of states. I don't think I'm making my music solely from that point of view, and I certainly don't consider myself part of that 'movement,' except factually. Spiritually, I think I'm like any songwriter ever, male or female. I pull my words from everywhere." She takes a gulp of herbal tea. "Then I think, Why am I getting the covers of all these magazines? It's 'cause right now they're busy electing a few elite females to come into this male-dominated profession and show us the light for the age of Aquarius. But that's OK."

Phair stretches as if to let the pressure go, then squeezes her knees tight to her chest. "Good songwriting will stick no matter what. It's just how you initially get there. I think people associate the songs with their own life, and forever in their life they'll remember that summer with the Liz Phair song," she says, taking another bite of the Chinese noodles. Then she starts up again, this time with a renewed determination. "So it doesn't matter what the media likes to perceive as a movement or what historians would like to claim was the genesis of all these women -- the fad doesn't matter just as long as you've gotten into somebody's head and maybe changed their life a little."