NEW YORK -- On May 26, 1993, when Liz Phair's Exile In Guyville, was released, only 3,000 copies were shipped by Matador Records. Executives at the indie labe privately hoped to sell 10,000-15,000 copies of the arresting, double-length record.

Fifteen months later, Phair's second Matador effort, Whip-Smart -- perhaps the most anxiously awaited rock follow-up of 1994 -- is shipping 100,000 copies. Executives at Atlantic, which is distributing Whip-Smart, already have an early sales target of 500,000 units.

Between last spring and this summer, Exile neither exploded onto the Billboard charts nor evolved into a radio staple. Instead, it became 1993's across-the-board critical favorite, as well as a methodical word-of-mouth hit. With almost no radio, video, or touring support, Phair's brash, literate, rock debut ("Music To My Ears," Billboard, May 8, 1993) struck a chord with an active audience that sought out the singer. Exile In Guyville has sold 130,00 copies since its release, according to SoundScan, making it Matador's best-selling disc ever.

Whip-Smart, a confident mix of old and new sounds from Phair, is due in stores Sept. 20.

Phair wasted little time putting together her sophomore effort. "I wanted to get the second album out of the way," she tells Billboard. "There's a certain progression you have to go through as an artist when you suddenly get attention."

As the kudos for Exile mounted, so did the anticipation, and pressure, surrounding her next release. The 27-year-old singer/songwriter admits to being "totally spastic about" the prospect of following up Exile. "I was losing my mind for a while," she says. In the end, Phair "decide to do something different that Guyville. I just did something that was fun for me. I made sure it wasn't shitty, but didn't worry about whether it was like, A+. So I just made a good second album, with some occasionally great songs."

The making of Whip-Smart took Phair and her tight-knit recording team far from the cracked sidewalks of their Wicker Park base in Chicago. Phair first hit the studio with Brad Wood, producer/drummer/bassist on Exile, in August 1993, and they cut some early songs, like the syncopated "Cinco DeMayo". After a six-month break, the two returned to Wood's Idful Music studio in Chicago, where an old couch and a well-stocked mini-fridge routinely welcome a parade of neighborhood visitors. With the help of guitarist Casey Rice, much of the music on Whip-Smart was laid down in February.

But when it came time to tackle the vocals, Phair was feeling distracted by the growing press clamor surrounding Exile (most year-end music polls touting the album had just been published), and chilled by the wicked winds blowing off Lake Michigan. "I said, 'Fuck it. Guys, find me a studio in the tropics,'" Phair says. Within days, Phair, Wood, and Rice were in the Bahamas at Compass Point Studios, owned by Island Records president Chris Blackwell. Over nine days, they recorded most of the vocals, added some bass and guitar lines, took afternoon swims, and downed plenty of rum.

The album, boasting a slightly more muscular sound than Exile, was mixed at Idful in April. In all, Whip-Smart took just six weeks to complete.

Wood says he hears songs on Whip-Smart than those on Exile. Indeed, combined with Exile, the new album should confirm Phair's place among today's smartest songwriters. Musically, Phair's signature sonic mix of naked guitars, layered vocals, and backdoor hooks remain firmly intact on tracks such as the contemplative "Go West", the hypnotic "Shane", and the sexually explicit "Chopsticks". Wood notes the "louder drums and snazzier beats on cuts like the album's first single "Super Nova", which rocks harder and bolder than anything on Exile.

But while those songs stand out, it's the pure, unadulterated pop sound of the title track that will no doubt stop listeners in their tracks and, Phair admits, make a few fans cringe. The song, left over from the homemade Girly Sound tapes Phair mailed to friends before signing with Matador, is a rosy daydream about how as a mother, Phair will help her son "grow up pretty as the grass is green / And as smart as the English Channel's wide". The song, built around a looped drumbeat that toys with a hip-hop sound, is joined together with quirky background jungle noises -- lions roaring, frogs croaking -- and a sing-song chorus borrowed from Malcolm McLaren's "Double Dutch" ("When they do the double dutch / That's them dancing"). The song may be Phair's ticket to the masses.

Atlantic executives clearly have high hopes for the singer's second album. Label president Danny Goldberg calls Whip-Smart a "worthy successor" to Exile and predicts it will "hit gold quickly".

Although dates were still tentative at press time, the roll-out of Whip-Smart calls for the vinyl seven-inch single of "Super Nova" to bow at retail, as well as at college, modern rock, and album alternative radio, Aug. 19. A CD single radio remix, complete with an edit, ships to stations Sept. 9. (Due to be deleted from "Super Nova" is a high-octane salute to a local stud: "You fuck like a volcano".)

Atlantic has a joint-venture marketing and distribution deal with Matador. Together, executives at the two labels decide which Matador artists will be worked at retail and radio by the much larger Atlantic. Since Exile was strictly a Matador release, Atlantic's radio promotion department didn't actively pitch the record through 1993.

But by early 1994, sensing a growing interest among some daring programmers, Atlantic and Matador put together a five-song CD sampler of Phair's music. In March 1994, 10 months after it's release, "Never Said", Phair's kiss-and-don't-tell single collected nearly 200 spins in one week at commercial modern rock radio, according to Broadcast Data Systems.

Tod Elmore, Atlantic's national director of alternative promotion, notes that although "Never Said" made some noise, it never received an "over-the-top promotional effort" from Atlantic's staff. Will Whip-Smart receive such a push? "Oh, heavens, yes," he laughs.

While Exile made modest gains at commercial radio (many programmers, even Phair fans, didn't think the record's sparse, low-key production was right for the airwaves), some stations anxiously await the arrival of Whip-Smart. Since going on the air in April, modern rock WREV/KREV Minneapolis has been giving listeners a daily dose of Phair, with four Exile cuts firmly lodged in recurrent rotation. "There's such a strong buzz amont the music-intensive listeners" here, reports station PD Kevin Cole. "They like her strong credibility... There is high anticipation for this record."

At retail, "the potential is there" for a breakthrough, according to Michale Toppe senior buyer for Best Buy, the Minneapolis-based chain. He notes that sales of Exile have remained steady since last fall. "That's a good sign."

For a true hit, Atlantic will have to cross several format bridges with Whip-Smart, from adventurous modern rock outlets such as WREV/KREV to more mainstream modern rock players, and from album rock to top 40. While some early fans and critics might groan at the thought of street-smart Phair being pitched to, and eventually played on, the hits format (not to mention MTV: Phair directed the pending "Super Nova" clip), top 40 is definitely in the sights of Atlantic executives, particularly when the impossibly catchy title track is released, most likely as the second single, come winter.

"Given the current climate at top 40, we'd be silly not to" explore it, says Atlantic's Elmore, commenting on the format's increasing willingness to co-opt modern rock artists.

Matador co-present Chris Lombardi understands taht "some fans feel they discovered Liz when there were just 3,000 copies [of Exile] on the streets. They're the ones who made tapes and told their friends about her." And yes, he concedes, some may feel alienated by the full-court marketing press set to uncork on behalf of the new release. But the issue, as he sees it, is not about the ongoing debate surrounding the virtues of indie vs. major labels, but rather how best to expose Phair to more people. "She's a huge talent, and the record should do well. We're going to do our best to make it happen," says Lombardi.

Phair is aware of the potential culture clash surrounding mainstream acceptance, and has discussed it with friends. "This is how Blackie [Onasis] from Urge [Overkill] explained it," she says. "'You make your first album for your people. You make your second album for the people -- your people get pissed off, but you need to get the attention of the people. Then you come back for the third album, and you make it for your people again, but you've got the people, so you instinctively grab a whole, bigger slice. And that's your true market.'"

Phair, whose eyes rarely wander from the business side for too long, has very definite goals for Whip-Smart. "I'd like to sell two and a half times as many as I sold before. I want gold. You wanna know why? Because Compass Point has all the gold and platinum albums [that have been recorded there]. And they've got the first B-52's, and AC/DC, and all those Led Zeppelins and Bob Marleys hanging there, and I want my goddamn gold record on that wall. That's my goal."