WHERE & WHEN Cat Power, 8 and 10:30 p.m. Thursday, May 11,

at the Knitting Factor y, 74 Leonard St., Manhattan. Tickets are $12.

212-219-3055.

SHE'S DROPPED her boyfriend off at the airport, Marlon Brando is placing his

son in the escape pod as Krypton is blowing up on the TV in "Superman" and Chan

Marshall is gazing at an illustration of herself on the cover of the Portland,

Ore., alternative paper The Rocket. "It's like, an artist got paid to capture

that person, that personality," she says, clearly knocked back by the whole

idea. "And they got it."

Marshall, the leader of slow-fi outfit Cat Power, is getting used to the idea

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of being the popular kid. Another artist was paid to draw her mug for the New

Yorker last month. Then last week in a surreal moment after Keith Primeau

scored the game-winning goal in a five-overtime hockey playoff game, an ESPN

commentator proclaimed: "What Chan Marshall is to Cat Power, Keith Primeau is

to the Flyers!"

She also doesn't feel the need to lie in interviews anymore, like in her first

one for Spin, when she told her interviewer that the reason she came to New

York at the time was to become the first female broadcaster for the NBA and

"get rid of those damn rainbow wigs."

Chan (pronounced SHAWN) Marshall doesn't even hate to perform anymore. She will

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do so alone Thursday, May 11, when she ventures into the Knitting Factory for

two shows to support Cat Power's latest disc, "The Covers Record," her fifth

album. Why covers? "Because I like these songs more than my own songs," she

says in a drowsy tone over the phone from a Portland hotel room. "I don't

really like my own songs. But I know for a fact that I like these songs."

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The covers, ranging from Velvet Underground's "I Found a Reason" to Bob Dylan's

"Paths of Victory" to Smog's "Red Apples" are stripped bare by Cat Power, left

with only piano or guitar and Marshall's sweet, breathless voice, at the same

time distant and inviting.

The set is a respite from Marshall's original songs -stream-of-consciousness

numbers that usually tell sad stories. Marshall says she doesn't like those

songs (though she will perform a few at the Knitting Factory) because they were

written at a different point in her life. She's using the time on the road to

write new songs. Dare anyone say, happy new songs.

"All these shows, I've been with my boyfriend," Marshall says as Clark Kent

lands a job at the Daily Planet on the hotel television. "We're sitting at the

piano, and he's, like, 'Just make up a song real quick.' And I'm deeply in love

with this person and it's just (mimicking the notes on the piano) 'Don, don,

don, don, don, don. You like that?' and he's like, 'Yeah, that's nice. Then the

words, 'When I lay me down, when will you be around.' That's how I write."

Marshall claims she rarely just sits down with the purpose of writing a song.

"I'm just waiting for my boyfriend to get out of the shower and I've got my

guitar."

The boyfriend, whom she wasn't supposed to be talking about, will be thousands

of miles away from Marshall when they celebrate their one-year anniversary this

week. Marshall seems genuinely happy for an artist whose bio on

RollingStone.com notes questions about her "mental well-being" and is

constantly mentioned in reviews as being "sad."

"I know what they mean, cause my tempo is slow, and my performance is never

practiced. But, no, I don't think it's sad." She pauses for a moment and moves

her mouth away from the phone. "Oh, Superman is going in the telephone booth

right now."