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Liz Phair's career started with her as an indie darling with her debut LP Exile In Guyville for Matador. Her follow-up Matador records did pretty well for indie releases, although for 2003's self-titled record Capitol exercised one of their options (as part of the Matador distribution deal, Capitol could pick up any of their artists to the major label if they wanted) and made her a pop star with the hit single "Why Can't I?". The new, poppier direction alienated some of her fans, even though she was still writing all the songs. Her new record is an attempt to please both her indie-pop fans and her pop fans by including both styles.

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