SHAWN COLVIN still remembers the first time she heard Jackson Browne sing.

"I was playing pool one day in Carbondale, Illinois, where I was going to high school at the time," the singer-songwriter recalls, "and this record came on with both `Take It Easy' and `Rock Me on the Water.' Now I had heard the Eagles' version of `Take It Easy' and Linda Ronstadt's version of `Rock Me on the Water,' but I hadn't heard these versions. I said to my friend, `This guy is doing material that really suits him. He has pickedout some good songs and has done something original with them.'

"I was a little embarrassed when I learned it was Jackson and he had written those songs. But those songs became a part of who I was, because they said a lot of things I wanted to say. Jackson had a very specific sound I immediately liked. It was that California thing but not quite as slick as the Eagles; it was more personal. Plus I always thought he was a dreamboat. So when I finally met him, I had stars in my eyes, but he was very down-to-earth and very generous."

Colvin and Browne are part of a special all-star band that's coming Thursday to the Merriweather Post Pavilion. Joining them are two more singer-songwriters, Bonnie Raitt and Bruce Hornsby, as well as a full band led by multi-instrumental whiz David Lindley, Browne's longtime collaborator. Filling out the lineup will be percussionist Wally Ingram, guitarist George Marinelli, Hornsby's keyboardist John Thomas and Browne's current rhythm section-drummer Mauricio Lewack and bassist Kevin McCormick.

"It isn't a song swap or four different shows," Colvin insists; "it's one long, seamless evening of entertainment. There's never less than two of us onstage at any time and there's often as many as 10 of us. Jackson, Bonnie, Bruce and I each do seven or eight songs of our own choosing but not all at once; they're interspersed throughout the evening and they're different from the album versions. I'll take a song of mine, like `Shotgun Down the Avalanche,' and rather than staying true to the original, I'll have Bonnie playing slide, David playing violin and Bruce singing harmony.

"It's a chance to be part of a band rather than just a front person and to do it with people whose music you really love. When you play or sing on someone else's song, you experience a different feeling than doing your own song. If it's something you've loved for years, like Jackson's `Running on Empty,' it's like singing with the radio. Getting to sing and play on one of Bonnie's songs, like `Love Sneakin' Up on You,' is a chance for me to get my ya-yas out; I'm not going to do a song like that in my regular set."

The tour came about as a result of a series of benefit concerts that Browne, Raitt and Hornsby did last year for the victims of Hurricane Mitch. In sharing vocals and instrumental parts, the three found that the pleasures of collaborating with peers were a welcome relief from the pressures of leading a band. Raitt was the prime mover; she pushed for a full-fledged tour, and soon Colvin, Lindley and the rest were invited along for the ride.

Colvin was a natural choice, for she has played numerous benefit concerts with the other three. She has sung with Browne at the Bread & Roses Festival in San Francisco and at the Verde Valley School benefit in Arizona and once opened shows for him on a two-month tour.

Hornsby played piano on Colvin's debut album, 1989's "Steady On," and she sang on his album, 1990's "A Night on the Town." Hornsby sang on Colvin's version of the Browne composition "Tenderness on the Block" on her 1993 album "Fat City," and Lindley played guitar on that album's "Polaroids." In 1997 Colvin sang with Raitt on the Grammy Awards show and at the Rainforest Foundation's annual benefit gala.

"There's something special about playing a benefit," says Colvin. "Because you're freely giving of your time for a cause and because the audience is there for the same cause, there's a sense that you're allowed to do things a little differently. The audience doesn't have the attitude of, `Hey, I paid to see a Bonnie Raitt concert; I want to hear her hits.' They're open to different things happening.

"When I did the Rainforest benefit with Bonnie and Lyle [Lovett], we all did R&B songs. No one felt obligated to play the hits, and that made it fun. It's everyone's fantasy to get up and play a song they love with another artist they love. It's like recess from the regular school day. The purpose of this tour is to preserve that same atmosphere."

Colvin may not be as well-known as her new bandmates, but she's had more success in recent years. Her 1996 album, "A Few Small Repairs" (Columbia), went platinum, won two 1997 Grammy Awards for Record of the Year and Song of the Year, and yielded a hit single, "Sunny Came Home." That song enabled Colvin to tie Celine Dion for most weeks ever (11) at the top of Gavin's Adult Contemporary chart.

Since then Colvin has released a successful Christmas album, 1998's "Holiday Songs & Lullabies," and has begun work on her next disc. Once again co-writing and co-producing the material with her longtime partner John Leventhal, Colvin plans to finish the new project after the current tour and to release it next spring.

"The general way John and I work," Colvin reveals, "is it's mostly my words and his music. I'll hear something of his and put words to it, or I'll write some words and he'll find some music he's already written that goes with my lyrics. That happened on the last record with the song, "The Facts About Jimmy." I showed him the words and he had a piece of music just sitting around that fit perfectly.

"When I put the new record out and go to radio with a single, that will show whether the hit and the Grammys make any difference," Colvin adds. "I have a good relationship with my label and a loyal fan base, so I know I'll always have a career. But of course having a Top 40 hit can take it to another level. If it happens again, yes, I'll say my career's changed. If not, it was nice to have had a hit, but my life will continue as before. It's the second hit that determines the trajectory of your career."

When the new album emerges, Colvin will support it with a solo tour where she will either perform alone or as the front person with a backing band. So she's enjoying her band of peers while she can.

"I'm not completely satisfied with just being a solo performer," she admits. "That was a problem of mine in my earlier days, because I was always getting out of a band and being a solo performer and then feeling dissatisfied and getting back into a band. I could never decide which was the best way to go. Collaboration seems to be something I need; I just enjoy singing with other people. The camaraderie is very important, too; it's good not to be totally insulated in your own little world and the people who work for you."

SHAWN COLVIN, JACKSON BROWNE Bonnie Raitt, Bruce Hornsby and David Lindley appear Thursday at the Merriweather Post Pavilion. * To hear a free Sound Bite from Shawn Colvin, call Post-Haste at 202/334-9000 and press 8127. (Prince William residents, call 690-4110.)