AS SAFFIRE -- the Uppity Blues Women headline Saturday's free 17th annual D.C. Blues Festival at Carter Barron Amphitheatre, it will be something of a homecoming for guitarist and singer Gaye Adegbalola, and not just because she was born, raised and still lives in Fredericksburg, Va., where her father, Clarence Todd, was the city's first African American school board member. Todd also played in a jazz band, while Adegbalola's mother ran a youth canteen, so she was always surrounded by music.

"But the first time I specifically knew that blues had my heart was at a concert at the Carter Barron [in the mid-'50s]," Adegbalola recalled last week. "Every summer, that was our big family treat: We didn't have a lot of money, but we made sure we got to see Ella Fitzgerald and Harry Belafonte, who always had a variety of opening acts. And one year, when I was 10 or 11, I saw [harmonica/guitar duo] Sonny Terry and Brownie McGhee, and I fell in love. I knew that was the music that most spoke to my heart, even though at the time I didn't even know what it was that I was hearing. That's when it first touched my heart."

Still, the road to Saffire, and particularly to hooking up with the group's co-founder, Ann Rabson, would be long, winding through New York City in the early '60s.

"I was exposed to a lot of gospel music -- the Swan Silvertones, Mighty Clouds of Joy, Dixie Hummingbirds -- and a lot of jazz -- Archie Shepp, Pharaoh Sanders, James Moody. I had these stages of evolution," said Adegbalola, 61. "And then I got into Nina Simone, who was like a teacher to a lot us who were involved in the black power movement [during which Adegbalola changed her last name]. She sang 'I Want a Little Sugar in My Bowl' [on 1966's live recording "Nina Simone Sings the Blues"], and at the beginning of the recording, while she's playing the intro, she whispers, 'Bessie Smith, y'all.' When she said that, I had to go back and find the source, and that was when I first found Bessie. Of course, she says, 'I Need a Little Sugar' -- it's a whole different rendition. Nina cleaned it up -- but that led me to Bessie, and basically my life hasn't been the same."

After giving birth to her son in 1969, Adegbalola returned to Fredericksburg, working with a theater group at night and as a teacher by day. "I couldn't get a job in bacteriology, which is what I was trained in," she explained. "But schools needed science teachers, and it didn't take me long to get my certificate. And I loved it." (As, apparently, did others: Adegbalola was named Virginia State Teacher of the Year in 1982.)

In 1977, Adegbalola began taking guitar lessons from Ohio-born Rabson, who had moved to Virginia with her daughter a few years earlier. "I first heard Ann at a club and at a party, and I was blown away by her repertoire because she was doing Bessie to death," Adegbalola recalled.

Rabson, now better known as a pianist (two years ago, she was inducted into the Boogie-Woogie Hall of Fame in Cincinnati), had her own blues epiphany, at the even earlier age of 4.

"I can remember like it was yesterday, but it was 1949," Rabson said from the road as she headed to solo showcases at last weekend's Philadelphia Folk Festival. "I heard Big Bill Broonzy on the radio. I'd heard a lot of different kinds of music before that -- we always had wonderful music at home, but we never had this, blues. I was corrupted for life.

"I remember the song -- 'I'm Gonna Move to the Outskirts of Town.' It's got a lot of sexual undercurrents no 4-year-old is going to get, but you do pick up on the loneliness, the powerlessness and anger and sadness. I know it sounds silly, but I think all 4-year-olds have those feelings. It just really spoke to me. It's like in 'The Wizard of Oz' when everything suddenly turns to color. I felt a real kinship with this."

Rabson did not become the world's youngest bluesophile, but as a high school sophomore, she taught herself to play a classic '40s Gibson guitar her father had given her. ("The best guitar I ever had -- I don't take it on the road, but I still record with it," she said.) She began playing professionally at 17, focusing on such pre-World War II blues pioneers as Smith, Memphis Minnie, Tampa Red and Leroy Carr. Some years later, Rabson took a day job as a computer programmer to support her daughter, but continued to perform and teach guitar to folks such as Adegbalola. ("She was a very quick study.")

"Being a single parent, I was having a hard time making ends meet," Adegbalola said, "so [in the early '80s] I started playing in a little bar in Fredericksburg, three sets a night, three nights a week." When Adegbalola was invited to play the lounge at the Holiday Inn, "I knew that just the sound of my guitar wasn't full enough or big enough to hold that club, so I called Ann," who was by then playing mostly piano. Eventually, they added bass player Earlene Lewis, partly, Adegbalola said, because "people will pay you more as a trio because it feels like a band. We started playing in 1984, and it just grew."

Adopting the name Saffire after the gem that is "blue, precious and multifaceted" (with the spelling changed to put some "fire" in the word), the trio put out a self-produced cassette in 1987 and two years later became the first all-acoustic group signed to Chicago's noted blues label Alligator. By the time their eponymous debut came out in 1990, they'd had to add the somewhat cumbersome "Uppity Blues Women" to avoid litigation from a pop-disco singer named Safire. The "Uppity" was taken from a T-shirt Saffire had sold a few years earlier to raise money for sound equipment, which the members needed after the out-of-the box success of their Alligator debut.

There was a certain novelty in three women giving a female, and middle-aged, slant to the blues, digging up and reinterpreting classics from the mother lode of original blues divas such as Bessie Smith, Mamie Smith, Ma Rainey, Memphis Minnie and Ida Cox. Adegbalola had described Saffire as "an evolutionary link with those sheroes of the 1920s and '30s," but the group, and Adegbalola in particular, also crafted originals updating tradition with a mix of topical material and bawdiness. For instance, Saffire's theme song might be Cox's "Wild Women (Don't Have the Blues)," but the group has contributed such originals as Adegbalola's "Middle Aged Blues Boogie," which won the 1990 W.C. Handy Blues Award for song of the year. Saffire has not only revisited several decades worth of double-entendres but also cheerfully added to the mix with such songs as the crowd-pleasing "Silver Beaver."

Audiences, Adegbalola said, "grew to love the humorous stuff that was still biting."

"All three of us are feminists," she added, "though I prefer the word 'womanist,' as Alice Walker describes it. We won't do stuff like in 'Tain't Nobody's Business If I Do,' where in the original version, it says, 'If I'm beat up by my poppa / I swear I won't call no copper' -- you won't ever hear us do anything like that. Our music is about empowerment, following in the tracks of those divas in the '20s. We will sing about sex, its joy and its pain -- why shouldn't we? At the same time, we will do topical things like 'School Teacher Blues' or 'Nothing's Changed' or '1-800-799-7233,' which is the national domestic violence hotline number. We will sing about the pain in a humorous way; the whole point of the blues is just to get the pain out."

Saffire has recorded seven albums for Alligator, winning a shelf full of W.C. Handy Awards along the way. In 1992, Lewis left the group and was replaced by Andra Faye, who had met Adegbalola and Rabson five years earlier at a blues camp in West Virginia. Faye, originally from Indianapolis, moved to Virginia in the late '90s and plays fiddle, mandolin and guitar, as well as sings. She recently released "Walkin' Home to You," her debut with her own band, the Mighty Good Men.

Rabson's latest solo album, "In a Family Way," is so titled because it features her sister, daughter, nephew, brother and brother-in-law. "Some families make shoes or become lawyers," she said. "My family business is primarily music, and we're all professionals. I'm the only one totally focused on blues, but we all play blues." The album features covers of tunes by Willie Dixon, Carr, Rainey and Huey "Piano" Smith, originals such as "I Want to Hop on Your Harley" and "I Can't Get My Mind Off of You," and a pair of tunes by Virginia blues-jazz pianist Roddy Barnes.

Last year, Barnes and Adegbalola teamed up on "Neo-Classic Blues," a collection of classics from the '20s and '30s.

As its solo projects suggest, Saffire is not as active as a group as it has been in previous years. Although there will be more concerts and a "Deluxe" best-of from Alligator next year, Adegbalola said she is "the culprit which has caused Saffire to cut back some. I wanted to be home more."

The D.C. Blues Festival won't be the first time Saffire has been on a divas-focused lineup ("I prefer 'red-hot mamas,' " joked Adegbalola, and the D.C. Blues Society has added that name to the fest), but it's still a rare occurrence.

"I would love to see festivals have women in them more than a token," Rabson said. "That's not the part we play with, the part we make music with -- the differences between men and women -- but I feel ghetto-ized. On the other hand, I love the idea of the company of women, and the lineup is terrific."

D.C. BLUES FESTIVAL -- Saturday from 1 to 8 at the Carter Barron Amphitheatre, 16th Street and Colorado Avenue NW. Free. 202-962-0112 or www.dcblues.org/festival/fest05. Hosted by the D.C. Blues Society and subtitled "Divas Stir Up the Blues," the festival also features locals Ruby Hayes and DeConstance, Candye Kane and Sharrie Williams; opening is the society's International Blues Challenge band, Blues on Board. The festival also will offer vocal and harmonica workshops; an acoustic guitar workshop conducted by members of the Archie Edwards Blues Heritage Foundation; a children's musical petting zoo, where children can play instruments; and a silent auction featuring works from critically acclaimed blues photographers, a guitar autographed by B.B. King and other items to support the Blues in the Schools program.

Gaye Adegbalola, left, Andra Faye and Ann Rabson are Saffire -- the Uppity Blues Women, headliners at the D.C. Blues Festival.