By Michael McCall

AUGUST 17, 1998:  Liz Phair knew her third album would get ripped by some of indie-rock's thornier tastebearers especially those who equate production values with selling out. She'd already felt her fans' territorial wrath after the release of 1994's Whip-smart, which she made quickly on the heels of her exceedingly (and deservedly) acclaimed debut, Exile in Guyville. As it turned out, listeners felt that her sophomore effort's slicked-up sound and layered depth meant she'd put success before credibility.

Since her new album, Whitechocolatespaceegg, turned out to be exponentially more fussed over than Whip-smart, Phair was prepared for the reaction among underground-music snobs. So she answered the criticism in advance with the song "Shitloads of Money."

In her appealingly plainspoken voice, the Chicagoan repeats with deadpan drollery, "It's nice to be right, but it's better by far to get paid." Then, with a wry twinkle in her voice, she adds, "But I know that most of the friends I have probably don't see it that way."

Her phrasing here owns a certain tongue-in-cheekiness, but on the bulk of her new album, it's clear that she means what she says. Maybe her old indie-world buddies are right to believe that most people who seek fame and fortune in art end up compromising their integrity and artistry. But Phair also realizes that nearly everyone advances from the idealism of youth to the realism of getting along in the world, and that as they do, they at least partially equate success with material comfort.

With Whitechocolatespaceegg, Phair wants to have it both ways. Sure, back in the heady days of young adulthood, she was able to create an album for a few thousand dollars and, to her shock, sell more than 200,000 copies. But it would be absurd for her to try duplicating that bit of unplanned magic. With greater resources at her disposal, why not use them?

And that's exactly what she did. With Whip-smart, Phair set out to create music with a more commercial flavor. And as the follow-up album proved, she'd been making raw, low-fi music more out of necessity than out of a desire to dig her fingernails into the back of corporate rock 'n' roll.

The only problem was, Whip-smart was a flawed record. Not only did the album lack the surprise-and-discovery element of Exile in Guyville; it also lacked its cohesion and its bite. Phair obviously tried to move toward a catchier style of pop-rock, and she occasionally succeeded: "Supernova," for one, was an energized little tune that brightened up the rotating hits on modern-rock radio. Overall, however, the album's pleasures were modest and its blemishes far too obvious.

The disappointment hit both critically and commercially, and it apparently sent Phair into a tailspin of creative self-doubt. In the four years between Whip-smart and Whitechocolatespaceegg, the singer junked recording sessions, fired a well-known producer (Scott Litt of R.E.M. fame), and repeatedly second-guessed her work.

But, as in the case of Lucinda Williams' recent masterpiece, the result appears to support the means, for Whitechocolatespaceegg is a minor masterpiece. Merging the active intelligence and personal insights of her first album with a heightened musical accessibility, Phair has waded successfully into the treacherous waters of modern music-making. Her latest is a commercial record that stands up well next to Exile's unfussy blast of brilliance.

Now 31 and a married mother, Phair clearly wants to create music that's slick enough to sell millions. But she also wants to pull off the difficult trick of being revered by nit-pickers and accepted by the masses. And the truth is, her new album achieves both goals as well as could be expected in an era as cynical and self-conscious as this one.

That doesn't mean, however, that Phair will please either of the camps she wants to reach. The indie tastemakers are a finicky lot, and they're sure to poke holes, real or imagined, in Phair's breezy, blatantly catchy rock. At the same time, there's certainly no guarantee that fans of Celine Dion, Hanson, and Garth Brooks are going to embrace lyrics as playfully revealing or music as slyly crafted as Phair's.

But the singer can take solace in the fact that she accomplished just what she set out to do: Whitechocolatespaceegg is as rich, as satisfying, and even as habit-forming as Phair desperately wants it to be.

Part of the reason is that, despite the added slickness and the deftness of her lyrical posturing, Phair remains endearingly clumsy. Like Williams, she has to struggle to find the right words and to create the right sounds. Her crafty arrangements and her cunning yet frank wordplay don't come easily, and it's in the strain for perfection that she reveals herself: Her devotion to getting it right and her desire to convey emotional honesty are exactly what make her worth hearing. The beauty of her music emerges in part from the difficulty it takes to bring it to light. She doesn't make a good song sound easy; she does, however, make it sound worthwhile.

Growth abounds on the new album: It can be heard in the newfound expressiveness of her voice, which has added clarity and greater range without sacrificing intimacy. Here, the similarities to Williams crop up yet again: Even if she occasionally struggles to stay on pitch, she works within the limitations of her voice to give her lyrics a sweet naturalness. She sounds like she's sharing herself with a small room of friends rather than trying to impress an arena full of faceless admirers.

Advancement can also be heard in the adroit way Phair has added depth and variety to her music without sacrificing a feel of offhand immediacy. Whitechocolatespaceegg sounds as if she's surveyed a wide swath of the best mainstream pop a mixture of the Beatles, Paul Simon, and Joni Mitchell deconstructed it, and then built it back together to her liking. Seemingly simple and straightforward, yet packed with ideas, her songs shift through textures and tempo changes with a dexterous ease that masks how fastidiously the record was made.

Best of all, however, is the way Phair reflects modern relationships in all their complexities. Once again, she speaks frankly about sex, just as she did in the best-known songs from Exile. Though she has toned down the dirty words after all, she has our attention now she's still just as bold and brazen.

"Johnny Feelgood," already her most quoted song, broaches the tricky subject of smart women who get aroused when treated a little roughly. The protagonist may describe her surprise at how she responds to being bossed around, but she also says, in lines less quoted, that "I've never met a man so pretty inside." That doesn't sound like a woman who's enjoying abuse, as some reviewers have heard it. At most, it sounds like a woman who has found out that she enjoys a little harmless role-playing with an otherwise gentle and loving man.

Whether looking at the dynamics between mothers and daughters, wives and husbands, or mothers and sons, Phair provokes thought by being willing to dig deeper than most songwriters, and she's smart enough to pull it off. With her third album, she sounds provocative and personal, as well as fresh and entertaining. What more can we ask of our pop stars?

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