Repressed on vinyl. Chan Marshall's second album under the name Cat Power, finds the North Carolinian at lo-fi maverick Doug Easley's Memphis studio, her soft, engagingly shy voice and delicate acoustic guitar supported by Easley's pedal steel and Sonic Youth drummer Steve Shelley's percussion.

Though Easley and Shelley are better known for working with much louder, noisier artists than Marshall, they never overpower her sensitive but sturdy material. sounding more self-assured than she did on her debut, 1995's 'Dear Sir', Marshall invests more passion and fire in songs like the foreboding 'Water and Air' and the obsessive, feedback and piano-laced title track than one expects to find in the slacker-friendly lo-fi genre. Elsewhere, the delicate 'King Rides By' is an unvarnished love song that packs an equally powerful emotional wallop.

This is an outstanding, underrated album.