Liz Phair has evolved from the lo-fi diva of 1993's Exile in Guyville to the modern-rock mom of last year's Liz Phair. And through the years, her relationship with the music on her Walkman/Discman/iPod has remained as intimate and intense as those early four-track songs she recorded more than a decade ago in response to the Rolling Stones' Exile on Main St.. "I've walked thousands of miles across Chicago and Manhattan listening to these albums," she says.

SIMON & GARFUNKEL BRIDGE OVER TROUBLED WATER (Columbia, 1970)
"My parents listened to the Beatles and Bob Dylan, and even though I liked some Dylan songs, I didn't really understand them: [sings] 'Everybody must get stoned' -- ouch, that would hurt! [Laughs] But this is the album I can remember them playing the most. Looking back, I really think it had a big effect on my songwriting style."

R.E.M. MURMUR (I.R.S., 1983)
I spent a whole summer living to this record. Lyrics are usually really important to me, and although it sometimes sounds like Michael Stipe isn't even singing words, he fills your head with visuals. If music doesn't make me feel like there's a movie going on in my head, I'm not interested."

VIOLENT FEMMES VIOLENT FEMMES (Slash, 1983)
"I was a Replacements freak, but the Violent Femmes made more important art. They had an almost drunken sensibility, but you knew they were deadly serious about music. They were just a trio, but they were alluding to a much bigger sound with only a few elements."

JIMMY CLIFF THE HARDER THEY COME (Island, 1972)
"In high school, my friends and I were living in an uptight white suburb, and we'd just discovered marijuana, as well as the idea that there were people who didn't live like us. It took me until senior year to realize this [laughs]. This music was eye-opening: 'Wow, there's this whole different culture, with its own struggle, and I can relate to it!' We really thought we got it."

THE ROLLING STONES EXILE ON MAIN ST. (Virgin, 1972)
"When I was 25, I moved into an apartment where the previous tenants had left behind a box of dusty cassettes. I asked my boyfriend at the time to give me an example of a really good album. So he grabbed this tape and said, 'If you want to make a double album, this is a really good one.' He just saw me as a suburban dork, but once I started listening to it, I became, like, a student dork. Even today, nothing makes me feel sexier than Exile. It has that primitive thing I respond to, the grandeur of the downtrodden, which, to me, is rock 'n' roll."

JANE'S ADDICTION NOTHING'S SHOCKING (Warner Bros., 1988)
"Whenver I'm in a majestic environment, I want to hear Jane's. When I was pregnant, I went hiking in Glacier National Park, and even though I'm not into making animals' lives difficult, I liked to blast this in the outdoors. You could go back to the old fire dances and find the same spirit Perry Farrell has. He's my aborigine."

JONI MITCHELL COURT AND SPARK (Asylum, 1974)
"I used to have really bad vision, and then a few years ago I had laser surgery on my eyes. I had to lay in the dark without looking at anything for 24 hours. Someone gave me Court and Spark and told me I should just listen to it. It was perfect."

LYLE LOVETT ROAD TO ENSENADA (Curb, 1996)
"This and Court and Spark were the two albums that hit me right after childbirth. This is the perfect breakup record. It's very touching, the kind of record girls would like, and after I had a baby, I was totally girl. Before I had a baby, I only liked stuff guys would like."

RADIOHEAD KID A (Capitol, 2000)
"I took great pleasure in playing this while driving in California with my ex-boyfriend, who was my manager at the time. He was so pissed that Radiohead weren't writing 'real songs'. I was just looking at the sky and the ocean and the sun going down, and it was spectacular listening to Kid A. To me it was drama, so beautiful."

BUTTERFLY BOUCHER FLUTTERBY (A&M, 2004)
"She played all the instruments, arranged it, produced it, and it's brilliant from top to bottom. I feel like, in a way, I helped make it, because she did it all herself, and I was part of that movement. If you liked my first record, you'd have to like this one."