With danceable tracks and catchy choruses, gangsta-rapper Noreaga seems to be shooting for the mainstream with his second album, Melvin Flynt — da Hustler, which hit store shelves Tuesday (Aug. 24).

But if he wants to be liked, he's picked some odd role models. The album is named for Melvin Udall, the nasty obsessive-compulsive novelist played by Jack Nicholson in the 1997 movie "As Good as It Gets," and Larry Flynt, the notorious publisher of the adult magazine Hustler, according to the rapper.

"I wanted to be a hustler," Noreaga (born Victor Santiago) said from a Los Angeles hotel room Wednesday. "I took these two guys who I think best describe my life. I took these two white guys ... that I know no one is paying attention to, and these are people that I like"

(RealAudio excerpt of interview).

"It's how blunt he was," Noreaga said of the Nicholson character. "He was so brutally honest in that movie."

On Melvin Flynt — da Hustler, the 21-year-old rapper, who got his start as half of the duo Capone-N-Noreaga, takes the personas of Udall and Flynt for a rocky ride through the projects of Queensbridge, the Queens, N.Y., neighborhood in which he grew up.

The rapper shows a Udall-like mean streak on "Real or Fake Niggas" (RealAudio excerpt): "I'm gonna knock you out like some Rocky shit/ All you cornball niggas straight copping shit." He adopts Flynt's gleeful hedonism on "Play That Shit," which features New Orleans rapper Juvenile.

The album's lyrics are an extension of the style Noreaga introduced on his debut, but with catchier hooks. "I'm just a hustler/ Doing what the hustlers do/ I'm just a hustler/ Hustlin' with my hustlin' crew," Noreaga raps on "Da Hustler," on which he's joined by Musalini and Maze.

Bigger names are aboard for other tracks. Swizz Beatz, the 20-year-old producer known for his work with DMX, Jay-Z and Ja Rule, produced "Wethuggedout" (RealAudio excerpt). Missy "Misdemeanor" Elliott shares the microphone with Noreaga on that track.

The mainstream touches did not affect Noreaga's underground sensibilities, according to SPK, a longtime friend of Noreaga who produced six songs on the album.

"It's the best album we've done so far," SPK (born Edwin Almonte) said during a rowdy listening party for the album at Club New York in Manhattan on Monday night.

But Eric Winn, general manager of Fat Beats, New York's pre-eminent underground hip-hop store, said Noreaga's decision to approach hip-hop's heavyweights may cost him sales among the store's hardcore-rap customers.

"I'm sure it will go gold off the name he's already established," Winn said. "But they'll see more [sales] out of the chains than they will out of here."

Noreaga first appeared on Capone-N-Noreaga's War Report (1997), which was drenched in references to drug dealing and gun violence. He and Capone (born Kiam Holley) met in a prison kitchen in 1992 while each was serving time for attempted murder. After the album came out, Noreaga was sent to prison for a parole violation, spending another two years behind bars. During that time, Noreaga made his solo debut with N.O.R.E. (1998), which reached #3 on the Billboard 200 albums chart.

He said growing up in Queens contributed to his blunt personality. "When you come from the Bronx," he said, "you'll have a 'hood on top of a 'hood that's around the block from a 'hood. ... When you come from Queens, you have a project, then you have a nice neighborhood. Then you have another project and you have another nice neighborhood. ... We spend so much time trying to make sure we right and everything that by the time we rap, that's the only thing we can talk about, is the realness" (RealAudio except of interview).

Capone was freed in February, and he and Noreaga are working on an album for fall release, according to a Penalty Recordings publicist.

Capone and Noreaga arrived at Monday's listening party around 11 p.m. with about two dozen friends, and the latter immediately began leading his entourage in bouncing, yelling and rapping on an open mic. Noreaga drank a 40-ounce bottle of beer as he smiled and rapped to "Oh No," the album's groove-heavy first single.

"We celebrating this sh--," he announced. "I'm out here for all y'all motherf---ers."

The album itself isn't all celebration. "Sometimes" (RealAudio excerpt) chronicles Noreaga's grief over the heart-attack death of his father, Victor Mambo Santiago.

"My pops died July 3rd/ '98, so now a nigga need mad herb," rhymes Noreaga, who acknowledges he once sold crack and, in the song, claims his father showed him his first gun.

The CD case shows a photo of the elder Santiago, an amateur boxer, and includes a dedication to him as the "executive producer of my life."

"My father was the only role model I had," Noreaga said. "I didn't grow up wanting to be like Michael Jordan or all these other people that are big factors, big figures in life. I grew up wanting to be like my father" (RealAudio excerpt of interview).