LOS ANGELES -- As Limp Bizkit's single "Nookie" prospers at both

alternative- and active-rock radio, the Jacksonville, Fla., quintet has

reason to be optimistic about its sophomore album, Significant

Other.

But frontman Fred Durst said nothing's come too easily for his rap-metal

band -- and the bandmembers have the calluses to prove it.

"It's cool what's happening to us," Durst said earlier this year, after

the band scored its first major hit with a revved-up cover of George

Michael's "Faith." "We've done a lot of groundwork, toured a lot, dealt

with a lot of sh-- [and] a lot of people telling us they couldn't stand

us. Those same people are praising us now, and that's pretty funny."

Durst, 28, said "Nookie" (RealAudio

excerpt) is one of several songs on the band's sophomore album,

Significant Other, that were inspired by a failed relationship.

"It's about my ex-girlfriend, how she treated me like sh--, and I couldn't

leave her, wouldn't get over it," he said. "She screwed my friends and

used me for my money. I tried to figure out why I did it, and I figured

I did it all for the nookie."

Nevertheless, Durst's girlfriend woes spawned an unmistakable hit.

"Nookie" is rising on Radio & Records' alternative- and

active-rock charts simultaneously, last week scoring the #15 slot on the

former and #17 slot on the latter.

Radio & Records rock editor Cyndee Maxwell suggested Limp Bizkit's

with-a-bullet status on both charts is something special. "Certainly the

majority of records that are targeting this [18-to-34-year-old] audience

don't do this at the same time," she said, noting that funk-rockers the

Red Hot Chili Peppers are also among the minority of bands that scored

in both formats right off the bat.

It's more common, Maxwell said, that a band will break in one format

first before crossing over to another, citing the hard-rock band

Buckcherry as an example. Buckcherry's single "Lit Up" hit #1 at active

rock before it began bleeding over to the alternative-rock side, she

said.

Significant Other is Limp Bizkit's follow-up to the 1997 album

Three Dollar Bill Y'all$, which has sold 1.5 million copies and

features their cover of "Faith" (RealAudio

excerpt). The band co-produced the new effort with Terry Date

(Pantera, White Zombie) and mixed it with Brendan O'Brien (Pearl Jam,

Stone Temple Pilots).

Durst and bassist Sam Rivers formed Limp Bizkit in 1994, bringing in

Rivers' cousin John Otto on drums and Wes Borland on guitar.

DJ Lethal, formerly of House of Pain, later signed on to supplement the original group.

Though Durst gives credit to like-minded rap-rock act Korn for helping

pave the way for Limp Bizkit's success, the singer expressed

confidence that Significant Other will distinguish his group from

other rap-metal hybrid bands.

"This record is something we're proud of, because it's gonna separate

us," Durst predicted. "We're still in the family, but we're not going to

be considered one and the same anymore."

The paths of Limp Bizkit and Korn first crossed in 1995, when Durst, a

tattoo artist, gave Korn bassist Red "Fieldy" Arvizu several tattoos

after a Korn show in the Jacksonville area. The next time Korn came

through the northeastern Florida town, they picked up Limp Bizkit's

demo tape and later passed it on to their producer, Ross Robinson. Labels

came calling soon afterward, and the band chose to sign with Flip/Interscope.

On Significant Other, Limp Bizkit offer an impressive guest list.

"N2gether Now" (RealAudio

excerpt) features rhymes by Wu-Tang Clan rapper Method Man and

production by DJ Premier of Gang Starr, while Stone Temple Pilots vocalist

Scott Weiland and Korn frontman Jonathan Davis both sing alongside Durst

on "Nobody Like You."

"It's crazy the chemistry that just happened," Durst said of the

collaboration with Weiland and Davis. According to Durst, the recording

session was sparked when Weiland suggested they all go into the studio

vocal booth and "just freak it."

An adaptation of "Turn Me Loose" -- a song originally recorded by '80s

pop-rock band Loverboy -- featured controversial rapper Eminem, but it

did not make the album.

Durst said Limp Bizkit's incessant roadwork in 1998 helped the band

refine and tighten its sound to a point far beyond Three Dollar

Bill. "Oh man, it's another level," he said, when asked to compare

Significant Other with its predecessor. "It's more mature. ...The

hip-hop's more hip-hop and the melodies are more melodic. It's crazy."

Limp Bizkit, who are currently on the road with rapper Kid Rock, will

headline the second annual Family Values tour this fall.