Put on "Extraordinary", the opening cut to Liz Phair's homonymous June 24 release on Capitol, and you may have to brace yourself as the ground shifts under your ears. The song opens with a heavy rock-guitar riff, but that's not where the vertigo hits: after it repeats for two bars, Phair steps up to the mike to banish every hint of heaviness for the remainder of the 14-cut album. Heretofore an infamously pitch-challenged singer, she now sounds the way a liquid-screen TV looks -- disconcertingly smooth and luscious, so vivid it feels fake. In fact, as the song goes on, it becomes clear that everything about the 36-year-old singer-songwrite has been polished and brightened, turned into 3-D Pixar animation. "Extraordinary" rolls across a sunny plain with music as clean-scrubbed as anything by the latest crop of tough-chick popsters, like Pink or Shakira or maybe Avril Lavigne. As it turns out, that's because "Extraordinary" and three other tracks were produced and co-written by Lavigne's team of production pros, the Matrix.

Even so, the wooziest jolt comes from the shift in something that remains Phair's own creation: the words. They're uncommonly uncomplicated for Liz Phair lyrics, edged with a new brazen smugness. They're not just in your face, the way she's always been, but facing you, talking directly to you, as she plays the extraordinary rock star that she really is. "See me jumping through hoops for you, you standing there watching me performing," she sings, climaxing the verse with a long, derisive "Who the hell are you?"

A full decade ago, Phair was equally brazen, but in a totally different way. Her celebrated 1993 debut, Exile in Guyville (Matador), challenged indie rock's macho conventions with a startlingly explicit and disarmingly intimate dissection of heterosexual female desire and boy/girl politics. And yet she didn't storm the ramparts of patriarchy, like Bikini Kill; or rally a radical community, like Sleater-Kinney; or flip the psychosexual tables with man-sized rock, like PJ Harvey; or, like Hole, just flip the bird. Even when declaring herself a real "cunt in spring" or some guy's blow-job queen, Liz Phair remained conventionally feminine, almost demure. That was an essential part of her liberating thrill -- she wasn't Lydia Lunch redux, she was Joni Mitchell gone post-punk and feminist (finally!). This distinction probably helped her, too, as she amassed critical acclaim and reached a cohort of educated, liberal-minded rock fans that was broader, if not absolutely bigger, than anything her louder female peers had achieved.

It wasn't enough, however, to make her a star. Joni Mitchell had platinum albums and Top 10 hits. Liz Phair has never broken the Billboard Top 20 albums, and it took Exile in Guyville five years just to go gold. Even so, her traditionalism was still enough to provide the singer-songwriter an escape route from alterna-rock's collapsing building. After two wider-ranging Matador albums (1994's merely very good Whip Smart and 1998's masterful Whitechocolatespaceegg), it was only logical that her next move would be to try to become "Extraordinary" in commercial terms as well as artisitic ones.

"That was a conscious decision to survive right now," she says over the phone from Capitol's New York offices. "Like, part of the four-year hiatus [after Whitechocolatespaceegg], there was a part in which I waged a campaign to get off my major label. And that's because it's frustrating in the business as it is right now. You get paid in a very weird system that's not in the artist's favor, really. Then Andy [Slater, Capitol's new president] came in, and saw I had a chance. And I'm like, okay, this is the guy who produced and managed Fiona Apple, the Wallflowers, and Macy Gray, all for their first records, which I loved every one. And I thought, 'Jesus Christ, this is it. This is the wave. If there has ever been a wave that I can take in the major-label arena, that would work, it would be this one.' So instead of trying to get away from that, I decided, 'Okay, I'm going to give them a record that is strongly me, but that they will be excited by.' You know what I mean?"

But why, then, does she again rip fissures in the ground, seeming to challange her listener's very right to exist in the first cut? "No, 'Extraordinary' is not to my fans at all," Phair says slowly, with a hint of disbelief, as if she were trying to assure me that Alaska is indeed a state. "It's to a particular guy."

"Oh," is all I can muster in reply. It's true that, for most of our brief, strictly timed interview, my repartee is hardly more articulate. From the first question, Phair dominates the conversation with a cool condescension that makes me think of a stereotypical hyper-professional female boss -- which is exactly what a man might think when he's being bested. As Vic Chestnutt suggests on his new "Girls Say", women have lots of different stock lines when talking to the opposite sex, but men always end up with just one: "Why you wanna be a bitch?"

Phair's persona is so powerful, it's no wonder that I've sensed that attitude in numerous guys when they dismiss her music. But I've never sensed it as pungently as I do in the rising chorus of complaints against the pop "sellout" of the new Liz Phair. Chuck Klosterman eventually spins away from it in his Spin review, but he opens by disapproving of Phair's libidinal homage to younger men, "Rock Me", and suggesting that her new songs are barely even catchy. Stephen Thomas Erlewine lets his disgust fly in his review for allmusic.com, damning every song with adjectives like "insipid", "banal", "condescending", and "painfully trite".

Now when arguing about a subject as slippery and subjective as popular music, it's always tempting but rarely constructive to impugn a critic for his supposed internal motives rather than attack his stated reasoning. But Liz Phair is such a daring and disorienting album that it seems to leave us clutching at little more than our prejudices. "Even when I made Guyville, I was hating indie then," Phair told Entertainment Weekly recently. "The whole album was about how much I hated indie.e You know I liked radio hits my whole life, including when I was cool. When Shakira goes [she sings], 'Underneath your clothes,' that works on me."

It works on me, too, as does almost every song on Liz Phair, not despite the unabashed shallowness but because of it. Avril Lavigne has always struck me as a cheesy mail-punkette-by-committee. But Phair agreed to use the Matrix because they were old friends whose presence would ensure a larger budget for the album. The music they wrote for "Why Can't I?" might be pop-by-numbers obvious, but the lyric belies its romantic chorus -- "Why can't I breathe whenever I think about you?" -- with a gritty back story: she and the guy are both cheating, and doing it to escape failing relationships.

As it turns out, Phair tells me, that song is about the same guy as "Extraordinary", but given that almost every song is about sexual matters, it seems obvious she's been more busy than that of late. And why not? After all, she recently divorced film editor Jim Staskausas, to whom she was married for five years and bore a son, Nicholas, now six. "I think I've just been writing more sexual stuff lately because I'm single again," she confirms. "When you're single, that whole dynamic between men and women becomes pertinent again. You're having to encounter yourself through the eyes of different people, encounters that make you look at yourself and be, like, 'Oh, I guess I'm this way and other people aren't.'"

"I don't think people on Guyville gave me the credit for being capable of doing anything more than diary entries. What I think is scary is that the new album, quite a bit of it is very real to what my life is. I don't know what to make of that. Because people feel that Guyville is more true, and I'm looking at the new record seeing how true each song is and thinking, 'Well...'"

This autobiographical collection is, then, almost by definition narrower that Guyville's feminist portrait of contemporary bohemia. Yet Phair's model here is no longer Joni Mitchell but Madonna, the last artist who really challenged pop's limits with frank sex talk. Both came off in their art as extroverted sexual omnivores. (Phair insists, "I'm not sexually aggressive at all. In no way if you knew me would ever find me being like, 'Hey buddy, let's hit it.' I just happen to have enjoyed the attention.") Both demonstrate an intense concentration of detail and clarity in their music that often creates a breathtaking combination of the obvious and the revolutionary. Both have a pliable talent that shines through their musical collaborations. Both risk ridicule as they assert prerogratives that men have resented in women since the dawn of time. And both are, without a doubt, total bitches. If you can't understand why they'd wanna be, the key to Guyville is yours.