Once upon a time, Liz Phair was the embodiment of a musical rebellion; a beautiful, precocious product of Chicago's mostly male indie rock scene who burst onto the national stage with 1993's Exile in Guyville, a song-by-song retort to the Rolling Stones' Exile on Main Street. So how did the brash indie rock queen who once wrote a song called F--- and Run, wind up composing background music for TV shows such as the CW's 90210 remake and USA Network's In Plain Sight? 'The whole music business you definitely have to spread out,' said Phair, who has contributed to a kids music album and written a piece for the Atlantic Monthly all while creating background music for the show with two partners. 'None of the lily pads are strong enough to support your full body weight. You have to have like five. You've got a foot on each lily pad to stay afloat.' It's not necessarily a new transition. Superstar producer Quincy Jones wrote the themes to Sanford and Son and Ironside; former Prince backing players Wendy & Lisa now write for Heroes and Nurse Jackie. Phair's work for In Plain Sight is moody and often guitar-based, a more focused version of the kind of noodling musicians often indulge in downtime. Watch Wednesday's episode, and you'll see Mary McCormack's brash witness protection marshal Mary Shannon swaggering through the action, searching for the man who shot her last season like Phair once swaggered through her own rock records. 'I like strong women, and I think they hired me partially for that,' she said. Here are some other highlights from our conversation. Do you miss being a pop star? 'I loved my foray into that kind of culture but you will be working your a-- off to stay competitive. What's the toughest part of this scoring gig? You have to simplify. I like to sing and score the mental gymnastics going on in a scene sometimes. (But producers) want you to lay out and let the actors play the scene your music becomes too much of a voice in the scene. That is usually where I get 'Thank you, try again.' Do you worry your fans might look down on your TV work? Frankly, when I went pop, I didn't really think about what my audience would think, either. As perplexed as they are by my choices, I'm equally perplexed by their reactions . Is it tough balancing so many different projects to stay afloat? I don't mind the new environment I hate the lower money but I don't mind the model. I enjoy it better. I had trouble going through the old system where you would sign with a label and you'd be with the label for four records and every other year you'd go on tour, like a tour of duty. The machine was so big you had to fit to the machine. I think I prefer the a la carte way of doing things now. What does it say that recording artists like you and Wendy & Lisa are moving into scoring work? I think it means we love music, and we're a little bit more neutral than most on how it gets made or for what. I think there are some artists who are more performers and they're crazy about performing. You won't find those artists doing scoring. (But) for us, it's studio nerd age. Every day I go in to score I never know what I'm going to come out. Every day is a fresh snowfall. . ON TV Worth a watch In Plain Sight returns for its third season at 10 p.m. Wednesday on USA. Grade: A. 