The artist Alice Neel -- who died Saturday of cancer at the age of 84 -- looked sweet but wasn't really. There was a scalpel in her smile. She was a big, good-looking woman who would jump out from behind her grandmotherly demeanor and cut you with a story -- sad or shocking or salacious -- to see if you could take it.

"I love dark-skinned men," she'd say. "Carlos, the aristocrat from Cuba, was the only one I married. I had a breakdown when he left me. I had a fever for a day and was crazy for a year . . ." She'd talk about her silk sheets or the penises she'd painted or the time she tried to kill herself. She was a tough-talking bohemian and something of a bully. She'd jar you, then she'd watch to see how you'd react.

She will be remembered as an important painter. Neel is a historical figure, though that's not yet widely known.

For more than 50 years she was one of the best portrait painters in Manhattan. She was an unforgiving capturer of New York art world souls, as skillful in her own way as chic, hard-working Andy Warhol and the unpretentious Soyer brothers, Raphael and Moses, and sharp-memoried Red Grooms, all of whom she painted.

"She was famous for her X-ray eye," Grooms said yesterday, "and for her cruel, biting line, that killer line that describes everything."

She was one of the city's best figurative Expressionists long before that sort of painting ruled Manhattan fashion. Because of Ce'zanne, Matisse, Picasso and the Francophilic bias of the Museum of Modern Art, Paris painting used to set the ruling New York styles. But Neel liked the North. She liked the German Expressionists, their sudden, hacking gestures, their kinships with the rough, the primitive, the poor, and their willingness to strip off their clothes and their defenses.

She learned a lot from Beckmann, from Schmidt-Rottluff, Dix, Kokoschka, especially from their portraits. Real people stare, piercingly alive, out of Neel's paintings. The younger New York Expressionists may be fast and fearless with their scribbles and their spray guns, but few can catch a likeness. Neel, like the Germans, could get a sitter's spirit, his peace of mind or panic, the self-deceptions in his eyes. Portraits are unbluffable. Anyone can see if you've got it right.

What made her famous -- finally -- was that she was a woman.

Women's liberation, the whole feminist revolution, hit the art world hard. The many thoughtful underpaid and undervalued women who'd been working in art libraries and schools, in the College Art Association, in galleries, museums, and, of course, in studios, were ready for the movement. Women began writing about women. All at once they reached -- as warriors reach for weapons -- for socially revealing pictures undistorted by male chauvinist piggeries. They sought female artists of undeniable talent who'd been overlooked by males. They wanted role models, too, tough, independent battlers, pioneer exemplars.

Alice Neel fit the bill.

She was born on Jan. 28, 1900, in Merion Square, Pa. Her father worked for the Pennsylvania Railroad, her mother was descended from a signer of the Declaration of Independence, she spoke of them as Main Line. "She was well read," says Washington painter Jacob Kainen, who exhibited with Neel in New York in the '30s. "But she didn't like being thought an intellectual."

"She was always very trenchant. She wouldn't flatter you a bit. But she was always live," said Kainen. "We called ourselves the New York Group. There were eight of us. We first showed together in 1938. We were interested in social expression -- and in being modern. We wanted to be radical without catering to the masses. The men Alice lived with were sort of illiterate and she was having trouble with them."

She might have lived the easy life, she was smart, well bred, attractive -- but the life she lived was hard.

Her Cuban husband left her after her first-born child died, age 1, of diphtheria. She took a sailor boyfriend who, in a jealous rage, slashed 60 of her paintings. Though she died in her apartment on the upper West Side, she had lived for years in the Village and then in Spanish Harlem. "She knew all the poets," said Kainen, "and all the Village frauds. She painted Joe Gould, one of them. He was a Harvard man who claimed to be writing an oral history of the United States. He lived on the ketchup he ate in cafeterias. When he died they looked for his book. He hadn't written anything." Neel painted Gould's portrait in 1933.

In 1967 she painted Henry Geldzahler's. He was then in charge of 20th-century painting at the Metropolitan Museum of Art. "Sitting for Alice was sort of S-and-M," Geldzahler said yesterday. "She took care of the S. She'd put you in a pose and freeze you for three hours. All the time she painted, she'd be talking naughty-dirty. She said I looked like Socrates and she was Mrs. Socrates and we ought to take our clothes off."

The Geldzahler she painted is hanging on to his chair as if for protection. His fingers are bent limply as if they hold no bones.

When she painted Andy Warhol in 1970, shortly after he was shot, she made him take his shirt off so that we see his scar. His hands are clasped, his eyes are closed. He looks like an art saint prepared for his martyrdom.

"The German Expressionists made you take your clothes off, too," said Kainen. "She learned that trick from them."

Neel decided to portray Red Grooms and his wife Mimi Gross in 1967. "She bullied us to pose," said Gross. "She'd see us in a gallery and yell, 'I'm going to paint those people.' "

"When we got to her apartment, she had the canvas primed, sitting on an easel. She worked fast," said Grooms.

"There were lots of paintings in her house," said Gross, "but they were all by her."

"When I saw what she had painted, I thought -- at first -- that her portrait was pretty gentle," said Grooms. "I thought it was a sort of a soft Neel. Now I'm not so sure. It's grown more telling, especially in light of the fact that Mimi and I broke up."

"When I saw her after that, you know, she chewed my ear off," said Gross. "She said, 'You got over that guy, didn't you?' I said, 'Well, you got over three.' You know her love life was merciless. She liked to speak of pain."

"She was so contemporary," said Grooms. "She got the exact look of people, and continued to do that through the changing decades without any sentimentality."

Neel loved to paint her family. She had the Soyers' sense of neighborhood -- and Warhol's cunning understanding of art world status in New York. She painted poet Frank O'Hara, composer Virgil Thomson , painter Benny Andrews, sculptor Duane Hanson, writer John Perreault (nude) and scholar Linda Nochlin.

When she spoke about her paintings, she almost never mentioned the vibrancy of her colors, the toughness of her compositions or the way her line hinted first at two, and then at three dimensions. Instead she'd fire off anecdotes. This guy looked like a raccoon, that woman took up more room than her temperament would justify, those two guys were lovers . . .

She liked to keep her brushstrokes quick and her painting somewhat crude. "I'm inept," she'd say, although she wasn't.

"I was always underconfident," Neel said in 1976. "You know what it is? You know why I've painted all those years. I've painted out of fear. I've hated to lose life."