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Despite the album's title, Marianne Flemming's acoustic-guitar driven music, at its best, surpasses the usual rock and roll formula. At the deep end it can touch and chill you, as on the beautiful "Out to Sea"; at the other side of the pool, it can be a rollicking, sexy romp, as on the slow-sizzle blues "Main Squeeze," vocally displaying the singer's sly grin tucked firmly into her right dimple.

Lyric sophistication is met head on by topnotch musicianship, particularly the bass work of Tony Smith, mining a deep groove from the opening folk-rocker "Miles Apart" to the jazzy "Soul Survivor," which closes out this eclectic eleven-song collection of originals. The outstanding Billy Burns provides gritty blues harp accompaniment on "Main Squeeze" and Adam Chalk turns out some killer piano runs on raucous numbers such as "Us and Them."

But it's Flemming's rhythmically challenging acoustic guitar playing (it's no coincidence that the credits read "Acoustic Guitar: M.F." Got that right.) and her involving way with a lyric that lifts the record to something special. Not that the backing is superfluous A there are some great band workouts here A but one wonders how powerful a record Flemming might release with nothing but voice and guitar. One's question is partially answered on the stunning "Out to Sea." Loneliness, despair, desertion, and hope for redemption through love all are communicated using an old boat as metaphor: "Dry rot has taken these bones/Left me just a hollow shell/Too gone to turn back now/I hold on for one last voyage." Coupled with poignant and ringing guitar lines (mandolinlike at some points) and a vocal tour de force that swoops from warbling yodel to breathy whisper, the song unlocks fears and desires deep, primal, and universal (pop this in the Walkman and go stare at the ocean, particularly on a windy day, for maximum effect).

From folky meditations to blues to flat-out rock and roll to Latin and reggae shades and even a jazz vocal, III Chords is a star turn from a great talent.

-- Bob Weinberg

Marianne Flemming performs at 9:30 Thursday (tonight) at Blue Steel, 2895 Collins Ave, Miami Beach; 672-1227. Admission is free.

2Pac
Me Against the World
(Interscope)

I'm tired of the same old "See what happens when you make songs about violence and bitches and stuff?" Violent music begets violent acts. Listen to Luke and you will rape. Listen to Tupac and you'll go a-gunning in the streets. Nobody's listening to a damn thing.

I wonder what the white-bread (of any race) music critics would write about Tupac Shakur's new album if he had died as a result of that Times Square street shooting back in November. Probably it'd be writ as even more dangerous. (In one of the few shooting incidents in which Shakur was neither victim nor perp, the rapper/actor is being sued by the widow of a police officer because the alleged killer listened to Shakur's music.)

Or would we get a pity review? Something along the lines of: "We should've seen it coming, this troubled young man from the dark side of Amerikkka's socioeconomic track record represents a target. But at least, oh Lordy, he left us with a message so we can all learn better next time. And you know there'll be a next time."

That's the most troubling line in the media's chorus about Shakur's life (not his music). Kevin Powell, whose job seems to be covering Shakur for Vibe, offered this: "If we turn a deaf ear now, we'll most definitely hear the noise later." New York Newsday's Dwight Worley, writing in Request, ended his essay with this: "Before every war there are war drums. We had better start listening."

Surely to the chagrin of pundits everywhere, Shakur's latest album is more groove than bloodshed, a lot closer to New Jack than to the N.W.A.-Public Enemy axis to which Shakur is most often aligned by the press. This bio-confessional A his lyrics are almost of the "Dear Diary" approach A with rhymes and beats is the last record a G needs to be jammin' when he's out with his 9 bustin' caps. This is a record for getting blunted, my brother, sitting with your sweetie in a haze of incense, the lights low.

The quietest storm is the album's first single, "Dear Mama," a lovely if unsubtle tribute to his moms, Afeni, a former Black Panther and one-time crack addict who now works for her son's entertainment company. It includes specifics ("And even as a crack fiend mama/You always was a black queen mama") as well as the universal adulthood knowledge that, damn, your parents really did know more about life than you did. Not high art, the song still moves the heart more than the feet or the trigger finger.

And while the title track and "Fuck the World" might seem on the surface to be the whinings of a paranoid loser, well, the man has reasons to be paranoid. He's been charged with (and cleared of) shooting at white cops in Atlanta (cops who described the incident in their report as "niggers doing a drive-by"). In 1991 he was busted in Oakland for jaywalking A and resisting arrest. He was arrested (charges dropped) for roughing up a rude limo driver. He was dropped from the movie Menace II Society for being, well, a perceived menace to society. He's been shot up and is currently serving a four-and-a-half year sentence on a sex-abuse conviction and, worst of all, he has had to endure the media's coverage of all this.

"Me Against the World" boasts as much hopefulness as defeatist rant, and the song benefits from gorgeous female backing vocals by Puff Johnson."Fuck the World" deals the sexual-assault case straight up: "Who you callin' rapist A ain't that a bitch/You devils are so two faced/Want to see me locked in chains/Trapped in shame and getting socked by them crooked cops again." The delivery is tuneful and croonful, not in-your-face snarling. Surprisingly, what might be the best track isn't about Shakur's rocky life at all. "Old School" is a hook-laden tribute to rap's roots that's as hard to shake as the influence of the pioneers it mentions.

There's much good music here...if you can hear it through the noise the media brings to Tupac Shakur's life.

-- Greg Baker

Ali Farka Toure with Ry Cooder
Talking Timbuktu
(Hannibal/Rykodisc)

Still pissed off about the prizes given so many bland musicians at this year's Grammys? Wonder why the performers who really deserve awards are so rarely honored? Well, take comfort from the Grammy given to Mali guitar great Ali Farka Toure and Ry Cooder for their transcendent blend of African and blues roots in Talking Timbuktu.

Cooder, the extraordinary slide guitarist who has long specialized in bringing little-known musical styles to wider audiences, here serves as producer and sideman for Toure and his band, Groupe Asko. Toure is best known for playing hypnotic, droning guitar that reminds Westerners of John Lee Hooker. But on this album, a gentler, truly inspiring sound emerges, delicately shaded by such African instruments as a m'bira, or thumb piano. On some cuts, Cooder's tasteful slide work joins with Toure's propulsively rhythmic guitar and keening vocals to create something genuinely new and wonderful: an African music tinged with blues, and suffused with poignance, passion, and heart. This album is so powerful that it inspires the crazed hope that if everyone in the world could hear it, all war would stop. It will be loved long after Sheryl Crow's fifteen minutes of fame have expired.

-- Art Levine

Anson Funderburgh and the Rockets featuring Sam Myers
Live at the Grand Emporium
(Black Top)

A blues fable: Once upon a time, there was a jukin', jivin' Texas blues band, busting hump on the tour circuit trying to make a name for itself (not an easy task when hardly anyone can pronounce your front man's name A no, not Thunderbird, Funderburgh). At the same time, there was this veteran Mississippi bluesman A he could sing, blow harp, even did so beside the late great Elmore James A whose career seemed to have stalled. Then one day the bluesman met the blues band, and it's been magic time ever since.

Garnering almost yearly W.C. Handy Award nominations (they took home one of the little blue-note statuettes for their record Sins back in 1988 and won Best Blues Band honors in 1992 and 1994), Funderburgh and the Rockets with Sam Myers have come up with a tough-to-beat combination, as displayed on this live recording of a 1994 show in Kansas City, Missouri.

Funderburgh is a remarkable guitarist, laying down all kinds of intricate shuffles and burning with a restrained intensity (more like Austinite Jimmie Vaughan than brother Stevie Ray, but heavily influenced by B.B. King and Albert Collins, too), as he effortlessly stings Freddy King's "Sidetracked" to start things out, and ices Collins's "Backstroke" on the tail end. For their part, the Rockets are red hot, particularly Sonny Leyland riding the rocket 88s, and Pat Whitefield walking a heavy groove with his upright bass.

Although you'll find stronger singers, Myers puts forth a song with great feeling on both vocals and harmonica, mostly attributable to his Deep South roots and bountiful experience. In fact, Myers sounds less like the "Deacon of the Delta," as he's introduced, than he does a citified soul man of the B.B. King-Bobby Bland variety.

Two of the standouts here are Myers originals: "Turning My Life Around," a spin on an old song (Leroy Carr's "Sloppy Drunk"), and a Memphis-style ditty co-written with Funderburgh, "Trying to Make You Mine." Myers's earnest delivery also shines on the bouncy torch song "Empty Arms" and the partyin' "Wild Cherry."

And they all boogied happily ever after.
-- Bob Weinberg

Anson Funderburgh and the Rockets featuring Sam Myers perform at 9:30 tonight (Thursday) at the Backroom, 16 E Atlantic Ave, Delray Beach; 407-243-9110; tickets cost seven dollars; and at 9:00 p.m. tomorrow (Friday) at Tobacco Road, 626 S Miami Ave; 374-1198. Tickets cost six dollars.