Capitol Records released Liz Phair's fourth album on June 24, but not too long ago the artist was fighting to get off the label.

A critic's darling from the start, Capitol had expected the photogenic Phair, who's modeled for Gap and Calvin Klein, to become the next Sheryl Crow. It didn't happen.

Phair's last album, 1998's whitechocolatespaceegg, was her first without any connection to indie Matador Records. It was also her worst selling.

While none of her albums have sold more than 400,000 copies in the U.S., according to Nielsen SoundScan, spaceegg failed to even top 300,000. Tired of the expectations, Phair wanted back in the indie world.

"A few years ago I waged a campaign to get off [Capitol]," Phair says. "If I only sold 100,000 records, I'd still make more money than if I sold 1 million on a major. Major labels give you a lot of flattery and perks, but you're not an entrepreneur, and once you get in your 30s, that bothers you. It bothers me."

Capitol, however, wasn't ready to cut Phair loose. Convinced that Phair could yet be made a pop star, the label introduced her to songwriting trio the Matrix, who co-wrote and co-produced much of Avril Lavigne's Arista debut "Let Go."

The pairing resulted in four songs on Liz Phair. The album sees the artist shying away from the oddball melodies and conversational lyrics that marked her earlier work. Instead, the new album is all major label gloss.

"There was a period before I was working with the Matrix where Capitol kept telling me, 'Hmm, you're not quite there,'" Phair says. "That pisses me off. At one point [then Capitol president] Roy Lott was like, 'We want a verse-chorus-verse-chorus-bridge-double chorus.' So I was like, 'If that's what you want, fine.' I'm still writing all those quirky weird songs. They just don't reach people. If I'm going to be on a major label, then I'm going to be the queen bee and have fun with it."

Yet how can an artist who is frustrated with the major label system be comfortable being a part of it?

"I'm in a win-win situation," Phair says. "If this record goes, I can do things on my own. But if this record doesn't go, then Capitol will drop me because of the amount of money they've spent on it, and I can go to an indie."

While Phair is proud of her work with the Matrix, she knew that there would be compromises.

"The Matrix were told by Capitol that they would only get paid it they wrote hit-type songs," Phair says. "Don't kid yourself, that's what I'm getting told, too. I knew if I wanted promotional dollars, I would have to turn in something to get on the radio. Yet what we did was very true.

"We sat with our notebooks and scribbled away and fought over lines and I kept saying I wouldn't sing something if it wasn't me," she continues. "It was a different process, but it wasn't this devil machine that came in to obliterate my point of view."

It took Phair some time getting used to a pop formula, says the Matrix's Lauren Christy. "For the first single ["Why Can't I"], she was like, 'I love this, but this is such a big chorus. Can I do that?' We're like, 'Of course you can.' The song is this crazy-in-love type thing, and I think Liz was worried about that, but we told her what she's saying is really edgy ... It might sound a little bit like Avril Lavigne, but the subject matter is nothing like Avril."

Phair didn't always win her arguments with the Matrix. The song "Favorite", for instance, features a chorus in which Phair repeatedly compares her lover to an undergarment.

"That chorus makes me choke a little," she says. "The Matrix fought really hard, and they won. The verses, however, are totally me. I guess it's just like you're a painter, and someone says you're going to do a public works project. It's not like you can't be creative within those restrictions."

Phair anticipated a backlash from longtime fans. In fact, the Chicago Tribune, Phair's hometown paper that championed her early in her career, blasted her new sound last March with a story entitled "Older, But Not Better". Reviews on the new album have generally been mixed, with most critics not knowing exactly what to make of Phair's bid for pop stardom. The L.A. Weekly, for instance, ran an unprecedented four reviews of the set, and a general consensus was still not reached.

Perhaps recognizing the new album would divide long-time fans, Capitol has gone to great lengths to placate Phair's already existing fan base. The label has released a five-song, online-only EP, collecting some of the less-mainstream fare she recorded. Owners of her new album can download the songs when a purchased copy is inserted into a computer's CD-ROM drive.

The online songs were originally recorded for "Liz Phair," and hint that the album was initially shaping up to be more in line with Phair's idiosyncratic past. The artist says she hopes to release more songs via her Web site throughout the year.

"I have all these songs we recorded for the album, and I need to find a way to get them out with tossing them off," Phair says. "It's very confusing and difficult to know what to do with them. There will certainly be more songs on the Web, but I want to put out a lot, and I want to put out songs that are just works in progress. I'm trying to figure out how to do this."

Thus far, sales for "Liz Phair" are trailing those of "spaceegg." After two weeks on The Billboard 200, "Liz Phair" has sold 55,000 copies, while the latter had moved 62,000 units in the same period. Yet there are signs that "Liz Phair" is about to pick up steam.

For the first time in her career, "Why Can't I" has landed Phair a video in heavy rotation on VHI, and the song was up to No. 17 last week on Billboard sister publication Airplay Monitor's Adult Top 40 chart. More than 10 years after she released her debut album, Phair is now heard alongside recent releases from Michelle Branch and Jewel, and that's exactly what she wants.

"This album represents me trying to get the voice of an authentic woman where young girls will hear it," Phair says. "I feel very frustrated with music and women and their role. I hope to God I can take my name at the end of this and make my own little recordings, but nobody made me do anything. If you hate this, point at me."

Phair will launch a co-headlining U.S. tour with Jason Mraz July 21 in San Francisco.