THE SCENE: a private party in the basement of Metro, May 1997. Perry Farrell is in town with his band Porno for Pyros, holding court in a corner booth over a bottle of cabernet. Billy Corgan is hanging out with his girlfriend Yelena Yemchuk, various managers and promoters and self-important people float through the room. And off in a secluded section of the bar, Liz Phair is indulging in baby talk.

She is showing off 3-by-5-inch color photographs of her son, Nicholas, born in December 1996, and the Winnetka-bred singer is giggling with pride. "Look at that smile!" "Isn't he just the cutest thing!"

These were not the kind of Tupperware-party exclamations one heard on Phair's two highly praised albums, Exile In Guyville (1993) and Whip-Smart (1994). With their blush-inducing depictions of intimacy and its toxic psychological consequences, Exile and Whip-Smart set a standard for grrrl power in the '90s that is still reverberating through the culture, from the confessional songs of Jewel and Fiona Apple to the slogan-packed pop of the Spice Girls.

Now the question has become, what does Phair do for a follow-up? As she exits the Metro party, she mentions that she's heading to Los Angeles the next morning to play her newly finished album for Gary Gersh, then the president of her Capitol Records label. "I'm a little nervous," she says.

Phair's parting words were a premonition. Gersh would tell her that the album still needs work, that it needs a "couple of hits". It's the first time any record-label executive has ever rejected her music. "Hit? What's a hit?" she asks.

Fast-forward to the summer of 1998, lunchtime at an outdoor cafe on Armitage Avenue. Phair now has perspective on the record she brought to Gersh more than a year earlier.

"He was right," Phair says. "It just didn't have enough oomph. Someone said it was like what housewives would listen to while they clean the house."

Phair can afford to be so witheringly honest. Because her third album, whitechocolatespaceegg, set for release Aug. 11, now has some rock 'n' roll to go along with its housecleaning songs. It remains to be seen whether the album has any hits on it, but what is certain is that it's the most diverse album Phair has recorded and that several of its songs are among her best work. If nothing else, whitechocolatespaceegg proves Phair is still an artist to be reckoned with.

Phair stumbled into rock 'n' roll. An aspiring visual artist, she wrote songs for the heck of it and discovered that other people liked them. In her mid-20s, she was like the homecoming queen of the indie-rock world, transforming brilliantly idiosyncratic songs into pop gems with producer Brad Wood. Together they helped turn Chicago into an industry buzz town in the early '90s, along with such bands as Smashing Pumpkins and Urge Overkill.

Now the buzz has passed, and it's long past time for those artists to jump to another plateau or to fade away. The Pumpkins have thrived, but Urge has disappeared. And what about Phair? At 31, she finds herself married with a child and a career in need of a kick start. Four years between albums is a lifetime in the whimsical pop world.

Phair felt the pressure. She used four producers, including herself, to record 38 songs for whitechocolatespaceegg (16 eventually made the cut). She initially began working in Los Angeles with Scott Litt (R.E.M., Nirvana), but the sessions ended unhappily. "He got frustrated with my vocals and we started arguing a lot," she said.

The Litt sessions had produced a handful of intriguing songs, but they were short on the snappy melodies and choruses that made Exile such a breakthrough.

After her sit-down with Gersh, who stepped down as Capitol's president last month, Phair worked with local guitarist Jason Chasko on a couple of tracks, and produced a couple herself. Finally she rang up Wood, the producer with whom she had split on bad terms in late 1994. (Phair had enlisted Wood to be her tour drummer that fall, and the producer had put his studio sessions on hold. But two weeks before she was scheduled to hit the road, the tour-shy Phair cancelled all her concert dates.)

"I was completely petrified," Phair says of the prospect of approaching Wood three years after they'd last spoken. "But when we talked, it was so natural, so nice."

The singer brought in a dozen demos with her voice, guitar and a melody line, and Wood and engineer John Hiler worked on building an arrangement.

"It's hard to mess up a Liz Phair song," Wood says. "At the same time, she leaves a lot of room open to interpretation."

Adds Hiler, who began working with Wood only last year and had more of an outsider's viewpoint on the producer-artist relationship: "There was a feeling mutual trepidation between Liz and Brad, but that quickly went away. She's not the kind of artist you can fit into a prearranged idea of what she should sound like.

Whitechocolatespaceegg stands apart from Phair's earlier records not only for its musical diversity but for its broader lyrical perspective. Her new songs are no longer set exclusively in bohemian Guyville, with its "Looking for Mr. Goodbar" sexual tensions, but deal with family issues. Consider the shift in perspective from "Flower", a song she wrote six years ago for the Exile album, to "Go On Ahead", a centerpiece on whitechocolatespaceegg. In 1992, she would wake up in the middle of the night plagued with second and third thoughts about whether "Flower" should ever be heard by the public. The song included graphic sexual imagery about an obsessive relationship that was still a lingering part of her life. Now, she says, she is having the same kinds of nightmare panic attacks about "Go On Ahead", a song with a considerably more domestic point of view.

As with most married couples who have a child, the relationship between Phair and her husband, film editor Jim Staskauskas, changed when Nick was born. Phair just happened to write a song about it, and rarely has the subject been addressed so directly on a pop album: "It's a death in our love that has brought us here / It's a birth that has changed our lives / It's a place that I hope we'll be leaving soon / And I fear for the year in your eyes."

Phair lowers her head and stares at the sidewalk when asked if the song is autobiographical. "It is, very much so," she says. "I knew if I included that one, I'd get nailed for it... but I suppose it's an indication of how far I've come since 'Flower'. With 'Flower', I thought if I put that song out it would give someone the license to rape me... It was like I was crossing a line and there was no turning back."

"With 'Go On Ahead', I knew if I included it, people would want to talk about it, and it's so hard to talk about it. Because it's about the feeling you have when your husband is strained to the max because of all your other responsibilities. I still can't listen to 'Go On Ahead'. But I felt it needed to be on there."

In contrast, "Johnny Feelgood" is a song resurrected from her days at Oberlin College in Ohio. It contains some lines that may get a rise out of the Lilith Fair audience when she plays the festival Aug. 5 at the New World Music Theatre: "I hate him all the time / But I still get up / When he knocks me down / And he orders me around / Cause it loosens me up / And I can't get enough."

Phair explains: "I went to school with a bunch of wimpy, sensitive guys and I hated a lot of them.... By the time I was a senior, I was psyched to meet guys that drove fast cars and weren't ashamed of it. It was about a sense of sexuality coming back to me, finding that thrill of something a little more aggressive empowered me. It wasn't about being abused. It was about the exuberence of life and not being so careful of everyone's feelings."

The album concludes with two songs that look back with self-mocking amusement on her days as a Winnetka-bred preppie: One a sparse solo number sung from the "Girls' Room" of her high school gossiping about her classmates, the other an accordian-driven sea chantey that declares, "It's nice to be liked / But it's better by far to get paid."

With a family, three cats, a nanny and a mortgage, Phair acknowledges there's nothing more than a kernel of truth in those seemingly tongue-in-cheek lines. "We bought the house with Whip-Smart money, and I've been really lucky that way," she says. "Though my poor dad still probably has something saved in case this whole rock thing doesn't pan out."

Phair pulls her soccer-mom Jeep into a parking place across from her ambitious, admittedly undisciplined 20s to the practicality of her 30s. "It just dawned on me the other day that if I don't have a rock career, I still have to make money to support my son when he's, say, 12. He's my responsibility. And the question is, how can I be more productive before I die? I think about that a lot. Your creative outlet is achievement, and the only way you can go is harder. I think that's why this record is flying in all these different directions.

"I woke up after Whip-Smart and said, 'Used up. I haven't learned anything new lately.' I wanted to do something different with this album, but I found you don't just jump up to another level. You have to take all these little baby steps."

So what is a whitechocoloatespaceegg? That's the title of Liz Phair's forthcoming album, and she explains that it came to her in a dream while she was pregnant with her son Nicholas.

"I saw it as this holistic case," she says. "Like an egg, all the possibilities exist in it, and yet, it's safe, enclosed. Everyone told me it's the stupidest thing they've ever heard, but it kept coming back to me as the title. And when the album came together the way it did with all these different styles, well, how do you enclose all that? With a white chocolate space egg, of course."

G.K.

On her third album, whitechocolatespaceegg (Matador/Capitol), Liz Phair rides a harmonica-driven rockabilly groove on "Baby Got Going", dabbles in country on "Only Son", sprinkles some electronic textures into the title song and gives a nod to Devo's brand of warped synth pop on the catchy "Headache".

That's diversity -- almost too much of it. With four producers and 16 tracks encompassing everything from churning club beats to a solo guitar piece, the album could have become a sprawling mess. Remarkably, it hangs together, primarily because of Tom Lord-Alge's seamless mixing job.

A little pruning would have helped even more, as some throwaway tracks detract from the impact of the standouts such as "Headache", the misty ballad "Fantasize" (recorded with the members of R.E.M.) and the wry "Shitloads of Money".

Phair is at her best in five collaborations with producer Brad Wood and engineer John Hiler. "Johnny Feelgood" is the kind of sly, sexy Stonesy rocker that elevated the 1993 Phair debut, Exile in Guyville, with a canny shift to a minor key in the third verse. "Polyester Bride" is a swaying folk-pop tune with the disc's most undeniable sing-along chorus. And "Uncle Alvarez", built on Leroy Bach's upright bass and Hiler's impressionistic piano, is a mini-symphony of shifting textures and instrumental colors.

These tracks are the difference between a respectable album and a compelling one.

Greg Kot