"This is the first time I've ever posed with my bass in all of my musical history," says Auf der Maur. "So I thought we should be as over-the-top rock as possible."

When La Love finally does make her appearance on the studio floor, the effect is not unlike that of a tornado touching down in a populous city. Love's phalanx of female assistants scatter in every direction, hurrying to their boss' bidding. A study in contradictions, Love demands herbal tea while lighting one cigarette after another. She clearly enjoys giving orders, enjoys being in command. Yet her handshake is gentle. She's a tactile person; very touchy-feely. Retaining possession of my hand, she leads me into her dressing room.

Selecting a clingy little top to wear for the photo shoot, she launches the first of what will prove to be many astute, articulate, mile-a-minute tirades on the artistic, social and political agendas that went into the making of Celebrity Skin.

"I don't want this to be a grieving widow's memoir," she says, alluding to her late husband, Kurt Cobain. "I think that's the kind of satisfaction some people would really want. But I'm not in the mood for that. That's not what I'm about. This isn't Lucinda Williams. I'm not some confessional singer/ songwriter. My whole history in this buisness has been to find the hook. I was taught very early to look for the hook, to write the hook, to find the hook."

She's found it in a big way this time. Celebrity Skin is a masterful excersize in chrome-plated, precision-crafted, highly buffed power pop. "The revenge of power pop!" Love hoots. "The revenge of Cheap Trick." The disc is a far cry from the cathartic, cacophonous grind of Hole's first two albums, Pretty On The Inside (1991) and Live Through This (1994). But for all its candygloss allure, Celebrity Skin has ample scope and depth. It is clearly one of this year's significant albums. Love's pop vision takes in everything from her grunge past to the timeless authoritativeness of classic rock.

But most of all, Celebrity Skin is Courtney Love riffing on her own bad self. Her tabloid self. On her much-publicized cosmetic surgery and self-engineered image transformation from messed-up rock slut to glamour icon and movie star. She makes this much clear on the album's title track and opening salvo: "Oh, make me over," Love purrs icily between stabs of "More Than A Feeling" meets Nevermind power chording: "I'm all I wanna be / A walking study / In demonology." This is the sound of Courtney Love joyfully mooning her detractors. Heartland moms and dads shocked by her unrepentant outrageousness. Everyone who subscribes to the "she killed Kurt" theory. And all the sniveling creeps who feel betrayed by her refusal to spend the rest of her life playing the griving widow, her "defection" to the movies and - maybe even worse - to catchy, concise songsmithing.

In making Celebrity Skin, Love "took Los Angeles as her muse," as Auf der Maur puts it. The album was recorded in Hollywood, with Michael Beinhorn at the production helm and songwriting input on about half the tunes from Love's old flame Billy Corgan. But the concept, the big picture, is entirely Love's own. She takes off on the image of L.A. as an artificial paradise - a tropical Eden built on a barren desert with water stolen from an adjacent valley. In Los Angeles, she finds a ready-made metaphor for the manufactured glamour and con artistry of the entertainment biz - both music and films. But Love is no hypocritical moralist. Like most of us, she's both attracted to and repelled by the city's aesthetic of ease and careless pleasure.

Musically, Celebrity Skin embraces L.A.'s rich rock history - from the Beach Boys and the Byrds to the Eagles and Fleetwood Mac. (Stevie Nicks is one of Love's many curious obsessions.) "I wanted this to be kind of like when the Byrds made Sweetheart of the Rodeo," she says of her game plan for Celebrity Skin. "When they said, 'We're now going to move to Nashville and go into this country tradition.' For us it was the same kind of conceit, knowing the history of L.A. rock as we do. And it wasn't even contrived. It coalesced, organically and truly, in terms of the theme."

Many artists have copped onto the L.A. metaphor. But few are as perfectly suited for the role as Courtney Love. In one way or another, her work has always been about the illusory nature of beauty - its false promise, its inherent betrayal, its secret collusion with ugliness.

Guitar World: I have a theory that this record is the exact opposite of...

Courtney Love: ...Of Pretty On The Inside?

GW: Yeah. Is this Pretty On The Outside?

Love: It kinda is. That's right. I think it really fits into a trilogy [i.e., Pretty On The Inside, Live Through This, Celebrity Skin.] If you can get through Pretty On The Inside - which was made for a very specific, small audience - you'll hear all kinds of pop references. You can hear "Rhiannon." You can maybe hear that I'm mad at my mom for making me learn Joni Mitchell's "Both Sides Now." It was before sampling, but I tape-recorded part of the Hollies' "Pay You Back with Interest" and put it on there. That's just one of the best AM radio songs ever. So there's sonic information on there telling you that this record [Celebrity Skin] is gonna come. But I just didn't know how to write an album like this for a long time. Now I do.

GW: It's revealing that arguably the most drop-dead gorgeous guitar pop song on Celebrity Skin is titled "Awful," and it deals with the crass and coldly calculated way that pop music gets marketed to unsuspecting teens.

Love: Well, of course. You can't sell a statement unless you have a hook. That's the great lesson of Nirvana. You can talk about how revolutionary and important and blah blah blah Nirvana was. But you know what? Those were really catchy songs. Bottom line. I'm being objective here, not subjective, which I obviously could be. Look, even fuckin' Surgery got signed because of Nirvana. But whatever [Nirvana] meant in my personal life was also an important moment in my cultural life and my life a musician. And they provided jobs and money for a lot of people in this industry. But ultimately what Nirvana was about was rising out of white trash through catchy songs. End of story. And I think that is a great story. The great American story.

Love makes no bones about the fact that she'd be a lot happier if Eric Erlandson were a female. "I'd just rather play with all girls," she says. "I don't rue letting Eric in. 'Cause we made a great thing together. But in my 'guitarist wanted' ad I specifically said, 'prefer female.' And the reason his memoir is going to be titled Poor Eric is because he chose to answer that particular ad."

Erlandson accepts his role as Hole's token male oppressor with stoic good humor. "'The Amazon Planet, featuring Poor Eric,' that's another band joke," he says. "And then there's the Biking thing: I'm a Viking, you're an Amazon. Fine. Vikings and Amazons can co-exist."

It was in 1989 that Erlandson answered Love's fateful ad in The Recycler, and L.A.-based classified paper. Hole's only native southern Californian, Erlandson had only recently moved to Hollywood from the outlying city of San Pedro (home of Mike Watt and the Minutemen). He'd been trying to get a band together but was having a hard time finding other people into "fucked-up New York guitar playing," as he terms it, "like Tom Verlaine and Sonic Youth." Then he met Love.

"She had a friend who lived next door to her that was going to be her bass player," Erlandson recalls. "We booked a rehearsal studio - Fortress Studios. These two girls showed up dressed completely crazy. We set up and they said, 'Okay, just start playing something.' I started playing and they started screaming at the top of their lungs for two or three hours. Crazy lyrics and screaming. I said to myself, 'Most people would just run away from this really fast.' But I heard something in Courtney's voice and lyrics. Also just her guitar playing. I said, 'Okay, I'l give this three months and see what happens.' Our first show was three months later. We weren't ready. We had only six or eight songs. Courtney tends to like to jump the gun and force things to happen. And I'm usually pulling back and saying, 'No, we're not ready yet.' Then we fight. It's like that to this day."

Therin lies the yin/yang dynamic that drives Hole. Love and Erlandson's close, complicated and often combative relationship has survived nine years and several different rhythm sections. They are the only original members of Hole still in the band. Erlandson sees their creative friction as a Jagger/Richards singer/guitarist kind of thing. "The difference is that Courtney hates the fact that I'm not a girl," he says. "that creates more tension. There's not a lot of rock bands with a male and female collaborator where the female calls the shots. Usually they start going out together, and when they break up the band breaks up, like Annie Lennox and Dave Stewart [of the Eurythmics]. Courtney and I fight, but in the end we love each other, so we can let go of a lot of stuff."

"Maybe Eric is oppressed, to be honest," Love admits. "Maybe he wants to play leads all over the place. But I trained it out of him so early. What we do is he plays them and I pick the notes that are going to go into the song. I just feel a lead should be 14 notes, maximum. It should get to the point fast. That's just my music aesthetic. So maybe I am oppressing him. Maybe it's just a male instinct to do that. I don't know. Some of Billy [Corgan]'s leads are absurd. I think guys just like to show off for other guitar players. Which is like a car magazine: It's a guy thing. But guitars are not really a guy thing at all."

"I let my ego go a lot of times," says Erlandson. "I let my pride go. People in my life don't sometimes don't understand and get frustrated when I have to do that. But I know what I want. I'm not a 'yes' person or a sycophant. I don't see myself as supporting somebody all the time or following them around like a puppy. I'm my own person. I can put up with a lot if I think something good is going to come out of it. Somebody recently said to me, 'It seems like you're the perfect combination of patience and obsessiveness.' In order for us to make music, I have to be patient. And at the same time, I'm very obsessive. I can't do anything else until I see a project done. That's a problem I have. I had no life for the past two years, except working on this album. My whole life is in that piece of plastic."

Back out in the photo studio, Love has ousted Auf der Maur's Danzig CDs in favor of Nuggets, the recently re-released Rhino compilation of Sixties garage rock bands whom many rock historians regard as the true forebearers of punk rock. Under orders from Courtney, an assistant cues up the Count Five's "Psychotic Reaction" and cranks it loud. Love's slim hips start grinding rhythmically beneath the pink body of her signature model Squier Venus guitar. Her gaze locks onto the lens like a laser beam, radiating equal parts seduction and defiance. Love is - to use one of her favorite expressions - throwin' down.

The Nuggets bands are one of Love's current passions. Her knowledge on the subject is encyclopedic. "I'm a total record collector geek," she says. "I can throw down with Peter Buck anytime. I have. He's my neighbor. I've been studying rock since I was 14 or 15."

"She's got an IQ of 160." Love's publicist told me prior to our interview. What's fascinating is the way Love deploys her brain power: Impulsively. Compulsively. She'll devour a subject - be it feminism, Buddhism or obscure Sixties garage bands. She'll learn all there is to know about it and make it the Key to Reality. Whatever topic you discuss with Love, it ultimately ends up being about gender, class or garage bands.

"That's the real Sixties, you know," she declares. "Not what Rolling Stone chose to tell me about the Sixties, or my parents. Not the Grateful Dead, [Jefferson Airplane guitarist] Paul Kanter Sixties, but these insane American bands that drove around in hearses and tried to sing like the Rolling Stones. In the Rolling Stones vs. Beatles argument, you ultimately gotta give it up to the Rolling Stones. 'Cause the bands that were trying to imitate the Rolling Stones - as most of the Nuggets bands were - definitely came off better as a whole. The oeuvre is better."

Love's grudge against the "official" Grateful Dead counterculture Sixties is a personal one. Her father worked for the Dead and her mother was a psychologist with close ties to the hippie scene. Raised by her mother and several different stepfathers, Love is very much the product of a freethinking, itinerant hippie upbringing. She vehemently rejected all of that, running away from home for the first time at age 13. She started traveling, working as a stripper in Asia and Alaska, attending the prestigious Trinity College in Dublin, participating in hip, post-punk scenes in Liverpool, New York, Minneapolis, San Francisco, Vancouver and, of course, Seattle. Love played in an early incarnation of Faith No More and helped formulate the riot grrl scene, playing with Kat Bjelland (Babes In Toyland) and Jennifer Finch (L7) in a variety of bands, including her own group, Sugar Babylon, which later evolved into Sugar Baby Doll. Then she entered the more well-known phase of her life as Hole's leader and Kurt Cobain's spouse. But now that Hole have made their first full-on mainstream album, Love finds herself confronting issues that, for her, trace back to outmoded hippie values.

"There's a huge problem, handed down from the Sixties generation, about what selling-out is," she says. "And it's caused a great fear, in a number of my fellow musicians and peers, of writing good hooks or making good recordings, even when they're perfectly capable of it. They'll sign to a major label and then they'll make an anti-major label record. They won't participate. They won't evens tay true to their art. I can't tell you how many times I've seen this. A hook is emerging in a rejerasal space and someone will kill the hook, saying it's too cheesy. But when I was 14 and 15, I was playing guitar in order to learn how to write hit songs like I heard on the fucking AM radio in Portland. Before Hole made Pretty On The Inside, I'd already been thrown out of three bands for being too pop. I was thrown out of Babes In Toyland for likeing R.E.M. too much - for playing the Peter Buck D chord with the pinkie. I wasn't writing songs to not participate. Although, later on, I did get into some subcultures where I genuinely didn't want to participate. I genuinely did feel antisocial, and the first two Hole albums reflect that.

"But now I'm into mainstreaming. I'm just into mainstreaming correctly. There's a way to do it and a way not to do it. The way not to do it is to have Reebok and Nike running around asking you to do what they're into and then using that to sell shit to kids. The boomers who own ad agencies - the Jann Wenners [Rolling Stone's publisher] and Paul Allens [Microsoft honcho] - tried to target Generation X. But during grunge and during metal that couldn't sell shit to us because we were too cynical. But they call sell shit to teenagers today, and I don't want any part of that. There's a way to mainstream things with integrity."

GW: In "Awful" you sing, "I was punk, now I'm just stupid." How autobiographically are we supposed to take that?

Love: From the perspective of a 15-year-old punk-rock girl, that can be taken very literally, I suppose. That's fine. Anyways, it's a lie. I was never punk. I was always a new-wave poseur. By the time the Pixies were out, I was already in my twenties. So I grew up thinking that the Plimsouls' 'A Million Miles Away' was the best song ever written and that the first Cheap Trick record was the best record ever made. I wasn't very much into that Black Flag kind of maleness of punk: Sabbath, Priest, Maiden. You can say that for all the punk bands from GBH to Minor Threat. So from the perspective of a 15-year-old girl, that line, as applied to me, is probably very true. Because that's what grownups do. They sell out. No grownups understand me either. Only Manson, who's my age, can save me.

GW: Is it pure coincidence that both you and Marilyn Manson have made records that not only somehow reflect the Hollywood experience but were also produced by Michael Beinhorn at Conway Studios with songwriting input from Billy Corgan?

Love: I think Brian [Warner, aka Marilyn Manson] is trying to steal from me, actually. We were doing it first! No, I don't really think that. Manson have their own deal and they have to defer to me somehow because I've been around longer. But in a lot of ways, Brian was a scene jerk for a thousand years. He's been in bands a long time. He has paid his dues. I don't have any issues with that band. I think they're nothing but good for the world. They shock people's parents. Halle-fuckin'lulia. On top of it, he's kind of intellectual about it. he can do a good discourse. If he doesn't become a big, huge drug addict, he'll probably survive in a way that theatrical rockers, such as Alice Cooper, usually don't.

As for Michael [Beinhorn], he was just around. Billy [Corgan] met Michael. I think Billy hangs out with Manson more than anything. Billy and Michael like each other. So I guess it was like, "Courtney did it. Let's do what Courtney did." We all do this to each other. I just used Manson's video director yesterday. It's nice to be in a continuum with somebody new for a change. I've been in a continuum with a lot of other girls. I've been in a continuum with a lot of the grunge bands. It's nice to be in a continuum with somebody new to the cycle.

GW: You're very different from Manson, musically.

Love: We're going for more of a Joshua Tree vibe on this album. We're going more for grownups. 'Cause we are grownups. And even if some of the members of Marilyn Manson are my age and older, they don't have my life experience. I mean, they've all got their first rock girlfriends now, and their first little drug habits. How cute. It's the same thing over and over and over again, year in, year out. Only the names change.

GW: Do you feel like you're outside that cycle, the fame and all?

Love:I'm real bored of fame. I like power better. Fame is just a trailer-park way to get to ownership. It's also a way to manifest creative desires in hopes of reaching other like-minded people. If you're a passionate Marxist, a passionate feminist, a passionate artist, you want to take your world view and impose it on the skyline. For whatever reason. Maybe it's Darwinism. Maybe it's the fact that, by including my people, my tribe, in the culture, we then thrive and we can procreate more. I'm not quite sure. I do know that 10 years ago, me and Melissa were freak dates. Now we're trophy dates. I think it's so hilarious that the straightest, squarest agents want to go out with me now. And go out with Melissa. Yeah, 10 years ago you'd want to go out with me and not tell your friends. So something shifted in the culture with women, which is good. It doesn't mean I respond. Good God, it's just like, "Oh wow, that's funny."

GW: Is it necessarily a gender-related shift? People like Manson are at the cultural forefront now, too. There was a time when he probably wouldn't have been allowed into the mainstream either.

Love: But there was always room for outcast boys. Whereas a lot of the women that have been successful in music in the last five years are girls that were popular in high school. And male tradition is about having been the outcast, the misfit, the freak, the faggot: too small, too fat, too short, too crippled, too crooked to fit in. That's what rock is. That's what rock was. And then you get these incredible things happening, like Elvis fuckin' Presley, who was a beauty. But he was considered a girl. Called a fairy. But, I mean, these girls in music now, it's almost like it's a middle-class occupation. And I have nothing but respect for the craft that goes into somebody like Shawn Colbin's writing. It does nothing but impress me. But culturally, I'm more interested in advocating a lot more rage, a lot more romance, a lot more passion.

Melissa Auf der Maur joined Hole late in 1994, replacing bassist Kristen Pfaff, who died of a heroin overdose in June of that year, just two months after Kurt Cobain's death. Before joining Hole, Auf der Maur had only played seven gigs in her life, all with the only other band she was even in prior to Hole, Tanker. The last of these gigs was an opening slot for the Smashing Pumpkins. Billy Corgan was impressed with Auf der Maur and recommended her to Hole when they needed a new bassist.

"Billy's kinda like a big brother to me," she says. "I don't want to give him too much credit, but he's been around most of my musical endeavors."

So the relatively inexperienced Auf der Maur found herself in a profoundly bereaved band, whose album Live Through This was in the process of going through the roof, thanks in part to the morbid spin put on the sic by Cobain's death. "I'd only known them two weeks, and our first show was at Reading [the British rock festival], in front of 65,000 people," Auf der Maur marvels. "I just said to myself, 'Forget everything you know, Melissa. Nothing you've ever done before is going to be like this.' I just kicked my hells up and went with it. And it was good. It's continued to be a bit wierd."

"It's good having Melissa in the band," says Love. "We can go trolling together after a show. I'm not gonna go trolling with Eric. He'll want to go to a strip club."

Auf der Maur is the secret ingredient in Hole's new power pop direction. Celebrity SKin is her first studio project with the band, and it was she who sang many of the gorgeous pop harmonies that adorn the album.

"I do love making harmonies, from singing in choirs all my life," she says. "Basically, the thing that made me fall in love with music was singing the Mozart Requiem with children's choirs. And the choir girl training voice that I have has been, I think, an influential addition to Hole. But, as a bass player, I've always wanted to be in more of a Sabbath/Zeppelin rhythm-oriented kind of band. So in my old band, I never sang. I figured,'Why would pretty voices go over rock music?' But when I joined this band, my pretty voice ended up complementing Courtney's, which inspired us to do more duetty, poppy stuff. For example, 'Boys On The Radio,' which is one of the poppiest songs on the album, came out of the first jam we ever did, during our first two weeks of rehearsal. I hardly even knew them musically or personally and we just, off the cuff, started singing this song which used to be called 'Sugar Coma,' but now it's 'Boys on the Radio.' I guess what I'm trying to say is I'm not the Queen of Pop in my heart, musically. But I have the tools to inspire that."

Eric Erlandson explains that Hole threw themselves into touring as soon as possible after Cobain and Pfaff's deaths, partly as a means of putting their grief behind them. They didn't stop until '95, when the band settled down in New Orleans to being writing what would become Celebrity Skin. "We decided to hop into a studio down there and rent a house together and try to be a real band," Erlandson explains. But the darkness hadn't quite passed. "From the first day in New Orleans, there was a cloud over my head," says Erlandson. "I just couldn't get away from it. I would wake up at two in the afternoon just feeling groggy. That probably affected what we were trying to do down there. Plus, we were working in a Masonic temple, with all this crazy energy in it. And stuff happened. The house caught on fire. But we did do some stuff that ended up on the record."

"Lyrical things of COurtney's, like 'Hit So Hard,' were developed in New Orleans," says Auf der Maur. "Musical and lyrical bits were being born, but there wasn't enough cohesion. There wasn't until we all settled in L.A., and Courtney came up with the idea of participating in that rock tradition, that it all came together."

It was Erlandson who'd first moved back to L.A. in the wake of Cobain and Pfaff's deaths, he felt a need to get away from Seattle, here he'd been living. He'd hoped that the band would join him in L.A. and record thier new album there. And, although New York and even Ireland were under consideration at various points, this is exactly what came to pass.

The band considered several producers, including Ric Ocasek, who had worked with Melissa and Billy Corgan on his own solo album of 1997, Troublizing, and who'd produced Hole's cover of Fleetwood Mac's "Gold Dust Woman" for the soundtrack to The Crow. Brian Eno's name also came up. "But he decided he wasn't into rock music anymore," says Erlandson. "He's already done The Joshua Tree. Why should he go back and do it again?"

The band finally opted to work with Michael Beinhorn and began cutting tacks at Conway Studios. Apart from all other considerations, Erlandson says that Celebrity Skin's pop sound also stems from "Courtney's desier to actually sing and be more melodic and work her voice in ways that she'd never worked it before. She's still discovering new voices. It's pretty amazing."

Actually, Billy Corgan was first called in as a vocal coach for the album. "With Billy," says Love, "it was like, 'Are you gonna help me with my vocal phrasing? I'm in a fucking rut. I'm singing like Iggy Pop and I can't get out of it.'"

The situation developed from there. "Billy and I always kind of wanted to write together," Love continues. "He did some writing on about half the songs. We sat and wrote them together in a really pure way. Billy wrote some of the verses on 'Petals.' The song was originally a duet that we made, which was kind of cool. Witing in the same room with Billy and Eric was so weird. 'Cause Billy stole me from Eric. And Kurt stole me from Billy."

What really bothers Hole is the implication that Corgan somehow masterminded the whole album. "He was there for only 12 days," says Melissa. "And I wasn't really around for much of it. Twelve days out of the three years it took us to write this - that's not very much. Billy was really just a friend who helped us get to that next place."

It was fairly late in the recording process when Erlandson brought in the acoustic ballad "Northern Star" and the blissful pop wet dream "Heaven Tonight." "I thought the album was a little too mid tempo," he says. "Just pop rock songs. Not enough ups and downs. So I came in at the last minute with those two songs. Those were the missing elements. You wouldn't believe it, but 'Heaven Tonight' started out as an industrial song."

From its title to its closing note, the tune is rife with pop quotations - from Cheap Trick to the Beatles. "When we were writing it, a lot of that stuff started popping into Courtney's head," says Erlandson. "She went back and tried to rewrite the song, but it become too word-heavy, too thought-heavy. The most charming part of it was that she was singing this stuff that just came out of her. I think it's one of the moments she's more embarassed about."