After wowing jaded scenesters and landing on many critics' year-end Top 10 lists with her debut, Exile in Guyville, Chicago songstress Liz Phair has returned with an understated collection of more mature tunes on her new release, Whip-Smart. Rather than boldly leaping forward or turning sharply in a new direction (such as, say, speed merengue), Phair carefully steps toward new ground with the LP. Though it plays around with (rehashes?) some of the same mock-shock tur as the first album (in "Chopsticks", the opener, Phair can't resist alluding to a torpid sexual encounter in front of the TV), Whip-Smart is less brash and flippant, less given to ironic detachment than its predecessor. Its greater seriousness expands Phair's emotional range and personality, while leaving the hooks and charisma of the first LP intact. It's not the grabber that Guyville was, but it keeps you sticking around.

And that seems to be what Phair has in mind. Anointed as this season's alternative rock "it" girl, Phair has set in motion slowly spinning forces that could easily grind her quirkiness down to mushy commercialism, so much grist for the hype-monger's mill. But she seems determined to proceed with caution, regulating the scope of her own commodification: She graced the cover of Rolling Stone while holding the press at arm's length; and, instead of jumping wholesale into the majors, she's opted to move slowly and stay in touch with her indie roots, releasing Whip-Smart on Matador/Atlantic. As this particular two-label imprint suggests, the album walks a line between major and independent label sensibilities, both in terms of its content and in the way it was recorded.

When it came time to record Whip-Smart, rather than bring in a schmoozy biz guy to slather on the modern-rock radio sheen, Phair chose to stick with the same independent-minded recording team she worked with on Guyville. Whip-Smart was "directed" by Phair and recorded and mixed by Brad Wood (eschewing the terms "producer" and particularly "engineer", Wood prefers to be credited as recorder and mixer, finding this a more accurate description), with assistance from Casey Rice, primarily at Wood's studio, Idful Music.

Wood started Idful after working as an assistant engineer at the Chicago Recording Co. and getting fed up with not finding the experience he wanted recording rock bands. With an explicit commitment to inexpensive recording and analog technology, Wood and two partners struck out on their own in early '89, opening Idful in Chicago's Wicker Park neighborhood and equipping it with used gear, including a good collection of mics and a Tascam board. Wood set about recording indie bands like Seam, Tar and Red Red Meat, and after meeting Phair at a wedding, recorded Guyville with her in '92. After Guyville made its big splash, Wood was able to parlay the interest in the LP into financing for his studio. Both Capitol Records and Sub Pop invested in his career, enabling him to pay off debts and completely upgrade the studio's control room: Everything was rewired, a new floor was floated, and Wood bought some new equipment, including a 32-input Neotek Elan console and a Studer A80 24-track.

But it's safe to say that the new equipment wasn't the primary reason Phair opted to stick with Idful and Wood. Though he's doing a lot of work on the indie/major cusp these days (including recording the fab debut by Chicago's major-label-bound Veruca Salt), Wood retains a distinctly indie approach to recording, if you construe indie to mean making work that's more concerned with cultural significance than with commercial viability. (Not that in the marketplace these things ever exist in isolation: The point is that Wood's just not the kind of guy who's going to be cutting the next Sting record.) He's into helping bands realize their vision rather than imposing his own. "I prefer it when a band has more of their own ideas," he says. "And they usually do -- they usually have tons of ideas, especially when there's a budget and they've got some time. It's just a matter of me trying to put their words into actual sounds."

Phair is actually a singer/songwriter disguised as a band -- her sound is really built on her voice, her lyrics and her guitar. It's not hard to imagine hearing her songs in a smoky cafe with just Liz and low-slung guitar. But since Phair chooses the guise of a rock band and cannot play all the instruments herself, the team ended up employing some unusual recording methods to capture her songs. Wood, who also plays drums on the LP, says that for the most part, he wouldn't hear Phair's songs before the day she brought them into the studio. "Often, she'd bring in a song and we'd record the whole thing that day. I'd have to write a drum and bass part right on the spot. She liked the idea of spontaneity." On the majority of the songs, tracking would begin with Phair laying down a keeper guitar track to a click track, or handheld percussion, through amps miked with a Neumann FET47 or U87, or Telefunken U47. Wood says Phair has a Peavey practice amp that she likes, which they used on most songs. "Often, Casey and I would split the signal and run it through other amps," he adds. "Casey has this weird mono hi-fi amp from the '50s that we use as a guitar amp that has a beautiful, clean sound." After getting the guitar down, Wood would record drums, bass and other elements and "try to make the whole thing sound like a real band." He calls it an "assbackwards" way of recording, yet it's clearly appropriate to Phair's circumstances.

Despite a lot of idiosyncratic recording methods, and deliberate lo-fi tastes and treats, Whip-Smart's sound also reflects Phair's expanding horizons and larger recording budget. The vocals, for instance, got a slicker treatment than on the first LP. For one thing, they were tracked in the Bahamas at Compass Point (nice perk), and they were recorded with more concern for perceived professionalism, despite Phair's perchant for singing out of her range. Wood and Rice used a variety of mics on her voice (including an SM57, a U67, a Sony M500, a Radio Shack singalong cassette player and a Sennheiser 441), but Phair cut the majority of her vocals on a U87 and a Sony C-37P. Her voice is stronger and thicker this time around -- in fact, Phair at least doubled her vocals on every song and often laid down several vocal tracks. Reflecting the naturalism of her style, though, there are almost no effects on her voice. One or two songs have some reverb (Lexicon 300), usually on the plate or very small ambient customized presets that Wood tends to prefer. "There's a little bit of that," he says, "but almost all the vocals are just compressed, with no EQ and no effects."

True to his band-is-the-sound aesthetic, Wood didn't employ much in the way of effects or processing on the album, and sometimes he and Rice did a lot of fooling around to get interesting sounds. For example, the cut "Nashville" has a chorusy guitar sound that, on an inspiration of Rice's, the pair achieved live. Phair played her guitar through a miked amp while Rice stood on a chair 20 feet away from the amp, swinging a lavalier mic on a 20-foot cord in circles overhead. At the outside arc, they placed a room mic that was out of phase with the mic on the amp. The effect is something like the world's biggest Leslie. When Phair made a mistake halfway through, they tried punching in, but everthing was off, so they realized they'd have to get one continuous take. Unfortunately, Wood says, "Liz messed up a number of times, so poor Casey's out there having to carefully swing this mic, because if he got too close, he'd smash into the other mic. We braced up his arm, but even so, by the time we got it right, his arm was totally numb. He gave his all."

Mixing was also a labor-intensive process (particularly on the title track, "Whip-Smart", which, due to it's repeating drum loop and the way they tracked the song, Wood ended up mixing in sections). Wood likes to mix to Idful's AEG Magnetophone 21 1/2-inch 2-track, 15 ips, no noise reduction. "For a while, I was enamored of mixing down to DAT and then editing with Sound Tools," says this staunch analog fan. "It does give any studio a low noise floor. I liked it, and Sound Tools is a really user-friendly box. But I also knew that, man, the day that I had any kind of bread at all, I was going to jump to a better analog format, and that's what we did." Wood says they used the DATs for backup and generating rough mixes. He also admits that if they were doing something tricky and having trouble cutting it with razor blades on the 1/2-inch, they'd use Sound Tools, "but only as a last resort."

Whip-Smart took about a month of discontinuous work to record. Whether the album is indeed a transitional work or the development of a style that Phair will settle into remains to be seen. But by holding her own and making a low-key, quirky record, Phair proves you don't have to succumb to the pressure. She maintains her cred while charting some new territory, and she succeeds on her own terms. Sure, people will slag her for this and that, and Phair's success may be affecting those around her, but Wood is taking it all in stride. He has no intention of chucking it all to record metal bands in Hell A., the biz mecca where, Wood says, "at any moment, you might run into Axl Rose and get all your teeth knocked out."