"I think of my first album as me learning how to swim," says Universal Records' singer-songwriter Billie Myers of her smash 1997 debut, Growing Pains. "It sounds like a cliché, but I've grown since then. With the first album, I had no expectations. I just kind of messed around and hoped for the best. Now I've made an album that shows how I am when I play live, and how I am as a person."

Myers' long-awaited follow-up, Vertigo, is a record to be reckoned with, a deft, bruising and honest marvel that spills over pop hooks and hard-won lyrical insights. It reflects all that has happened to Myers since the release of Growing, Pains, which yielded her breakthrough single, the immensely successful, long-charting Kiss The Rain. The song's success set off a lengthy period of worldwide touring and television appearances for the British singer. Included were stints on Lilith Fair, support slots on tours with Bob Dylan and Savage Garden, a slot on the Tonight Show and the Rosie O'Donnell Show, and near-endless touring that took her everywhere from Brazil to Mexico to Japan. "I still marvel at the record's success, Billie says. "I was absolutely gobsmacked by it. It's more than I expected. I don't think you can be forewarned about what to expect when your record is successful. Suddenly, I was on a plane every day, and doing television shows and things on a daily basis."

Co-produced by noted boards man David Tyson (producer of hits by Alannah Myles, Tina Arena, and Amanda Marshall), Vertigo's first single, Am I Here Yet? reflects the uncertainty sudden success brought the singer. Myers, who hails from the U.K., had never sung professionally before record producer Peter Q. Harris while dancing in a club discovered her one-day. "I was dancing around being goofy, and Peter came up and said, 'If you sing as good as you dance, we should work on some songs together," Billie laughs. "It's kind of an embarrassing story. Everybody thinks it happened at a strip joint or something, which of course it didn't." Billie eventually entered the studio with famed producer Desmond Child. When the president of Universal happened upon her one day while visiting Child, he quickly offered the surprised singer a recording deal.

Myers' success may have seemed sudden, but it took her a long time to come to grips with her newfound gift for singing, and the stardom that came with it. " 'Am I Here Yet?' reflects the past two years, all that's happened to me since the last record," Billie explains. "The thing about success is that you're always chasing it, and it's always seems to be just out of your grasp. Most of the time, I feel that I'm not a good enough singer or I don't have the look. I'd watch MTV or VH1 and think, 'I don't look like that! I'm not skinny enough! I don't belong here!' After trying to conform to what other people want you to be, you're only going to fall short. I eventually decided I didn't want to be famous for being something I'm not. This is me, take it or leave it."

Her newfound confidence, in herself and in her musical abilities, is writ in every groove of the spirited, assured Vertigo. While Myers' debut (which Time Magazine deemed "an uncommonly good album") brought comparisons to everyone from Joan Armatrading to Tracy Chapman, the singer's sophomore effort finds her coming completely into her own. "There's a lot more honesty on this one," says Billie. "That's just my poetic nature coming out. I'm not hiding behind my metaphors; there's a lot more reality. Everyone who's heard the record tells me how much they like it, even people who don't have to say nice things, you know? And that makes me nervous. There's even more expectations on me now, but that's all right. I've learned that to get the most out of myself, I don't take myself too seriously."

Musically, the album (written with much of the same team responsible for Growing, Pains) is slightly more varied than Myers' debut. "I think it's stylistically different," Billie says. "There's a bigger infusion of different sorts of music this time. There's hints of '60s music, of the Beatles, of soul. It's much more eclectic; David Tyson brought a lot to the table." Vertigo explores the singer's recent period of professional and romantic upheaval, in often heartrending ways. One of the record's most alluring tracks, the folk-pop-inflected title song Vertigo, addresses the dizzying, unsettling nature of unrequited love. "I was involved, and I sent the person a poem, about how it's said that three hundred miles from the earth there is no gravity. I said that anyone who thought that clearly didn't know you, because I got vertigo whenever you were close." What potential lover could resist? "It didn't work," Billie laughs.

On Vertigo, the singer also tackles ambitious subjects like racism and sexism. The closing track, Bitter Fruit, is Myers' take on Billie Holiday's groundbreaking Strange Fruit. Myers explains: "I was given a pamphlet one day, explaining why slavery was a good idea, and I was taken aback. I wanted this song to be a modern-day version of 'Strange Fruit.' I used the metaphor of the skeleton tree made of the bones of slaves to make that point. In parts of the world we haven't changed. We may look different, we may act better, we may speak better, we may look better, but there's still an awful lot of covert racism and sexism. This song isn't a downer, though. The chorus begs us to embrace our differences and learn from generations past."

The cheeky Flexible is an irresistible dance track that pokes fun at James Bond, turning the ultimate male heterosexual icon upside down. Billie asks, "Could James be Jane?/Could James be black?/Could James be gay?/More importantly, would it matter?" As she wrote the chorus ("I'm gay/I'm straight/I'm black and I'm white"), Myers envisioned "audiences everywhere singing along. I just wanted to make the point that it doesn't matter what you are, just get on with it. It's a lighthearted song, and it's just naughty." On one of the record's most thought-provoking tracks, Should I Call You Jesus? Myers wonders, "If I get to heaven and I call the main guy at the door Jesus, what if his name is really Abdullah? Is he gonna turn me away?" The song is a plea for religious tolerance. "If heaven is going to be full of militants," Myers figures, " I'd rather be downstairs, you know?"

Though there's a sense of social consciousness woven throughout Vertigo, it is clear that it is the record's many gorgeous love songs - brought upon by heartbreak - that become the singer most. "My publisher said, 'Billie, for your next album, do we have to set you up with a broken heart again?' I told him I didn't think so." A confident, vibrant hymn of a record, Vertigo is proof enough that Myers can do it on her own.

PHOTOS AND BIOGRAPHY COURTESY OF ELECTRIC ARTISTS