Women make up the overwhelming majority of breast cancer victims, but that isn't keeping such male-oriented bands as Third Eye Blind, Deftones and Sugar Ray from joining Liz Phair, Julia Fordham, Nikka Costa and others on Saturday at the Wiltern Theatre for the inaugural Breathe concert to raise funds for research and treatment of the disease.

In fact, Third Eye Blind leader Stephan Jenkins, whose mother is a breast cancer survivor, is co-producing the event with the nonprofit, L.A.-based Step Up Women's Network.

Before his mother's experience a few years ago, Jenkins says, he perceived the disease "as it was presented to me, an issue for matronly dames with pink ribbons. Then it directly attacked my family, and I realized it was everyone's issue. No, I didn't go under the knife, and I didn't have decreased vitality for two years after the chemo and the radiation, but I experienced the fear and frustration of telling my mother it's gonna be all right and knowing partly that I was lying." After his mother got better, Jenkins' desire to help didn't go away. Introduced to Step Up founder-president Kaye Popofsky through his representatives at Creative Artists Agency, he decided to work with her to "open this up," he says, referring to tapping a perhaps wider-than-expected range of pop genres for talent.

He never worried about recruiting participants, who also will include Seal, Run-DMC, Lil' Kim, Crazy Town, Jurassic 5 and Remy Zero, along with such celebrity hosts as Rita Wilson, Tom Morello, Rebecca Romijn-Stamos and Portia de Rossi.

But after the Sept. 11 attacks and the subsequent diversion of charitable giving to relief efforts, Jenkins says, the organizers lowered their turnout expectations, and this week the show was moved to the Wiltern from its original site, the Greek Theatre--a venue that several of the acts on the bill could have sold out by themselves.

Unlike the cut-loose-and-run appearances all too common at such star-studded fund-raisers, Breathe promises some unexpected moments.

The evening will feature short sets by some acts, as well as special pairings, such as Phair with Third Eye Blind's Stephan Jenkins, Seal with Jenkins, Lil' Kim with Run-DMC and Crazy Town with Sugar Ray.

"It is fun to mix and match," says Phair, who is returning to the spotlight after three years of focusing on domestic life, including raising her young son and moving last year from Chicago to Los Angeles. Currently without a touring band while recording material for a new Capitol Records album, she plans to also collaborate on Saturday with the band Remy Zero.

"It's always interesting for the audience to see some of their favorite artists pairing up in unusual ways," she says. "It gives the night a little bit of spontaneity and excitement, and that's fun for the artists, too."

Longtime followers may be slightly shocked that Phair, whose mother also is a breast cancer survivor, is actually looking forward to this performance, and even to touring next year in support of her new collection.

"It sounds so weird coming from me," she says with a hearty laugh. "But it's true."

Early in her career, Phair's stage fright was monumental, to say the least.

She became red-hot in the mid-'90s indie-rock scene after her artfully lo-fi 1993 debut album, Exile in Guyville.

But her subsequent inability to deal with such ordinary budding-rock-star pressures as playing live contributed to creative confusion and critical cool-down.

Today, Phair sounds about as far away from those days as she is from her former home.

"I don't want to be dissing Chicago," she says lightly, "but I'm really excited to be here. In Chicago, I always felt out of step [with the music business]. Here, I feel like my identity's completed."

Staying connected is important now, she says. "I feel more grounded, and fueled, actually," says Phair, 34. "I think I had to go through a growing-up period, because I just didn't expect the success I had early on. I kind of woke up and went, 'What are you fussing about? This is what you've always wanted to do, and it's excellent.' I'm not even really conscious of how things changed; all I know is that now I love what I do."

So much so that she can playfully contemplate what she and Jenkins will perform on Saturday--perhaps the one Guyville song with a truly X-rated title. "I love playing that song," she says, "and I'm a big fan of Third Eye Blind. So it's going to be really cool to stand onstage, backed by a band that I listen to all the time."

As for Jenkins, while breast cancer is a serious subject, he's clearly not planning to preach much at Saturday's show, which will benefit the Revlon/UCLA Breast Center and the Breast Examination Center of Harlem, an affiliate of the Memorial Sloan-Kettering Cancer Center. "We're not going to guilt people into shelling out," he says. "I intend there to be a lot of joy. It's hard to say that, because we've been mired in real tragedy. But I've had a really spiritually fulfilling time doing this, and I want that to carry through."

The Breathe benefit will be held Saturday at the Wiltern Theatre, 3790 Wilshire Blvd., L.A., 7:30 p.m. $43.50 to $128.50. (213) 380-5005.