Additional personnel: Garo Yellin, Conway Kuo (strings); Kris Woolsey (handclaps); Ron Sexsmith (background vocals).

Producers: Adam Schlesinger, Chris Collingwood.

Engineers: Gary Maurer, John Siket, Adam Schlesinger.

Recorded at Stratosphere Sound, The Big House and Room With A Jew, New York, New York; Destructopuss, Northampton, Massacheusetts.

Personnel: Chris Collingwood, Adam Schlesinger (vocals, guitar, keyboards); Jody Porter (vocals, guitar); Garo Yellin, Ralph Farris, Conway Kuo (strings); Brian Young (drums, percussion); Kris Woolsey (hand claps); Ron Sexsmith (background vocals).

Audio Mixers: Adam Schlesinger; Mike Denneen.

Recording information: Big House, New York, NY; Destructopuss, Northampton, MA; Room With A Jew, New York, NY; Stratosphere Sound, Myc, NY.

Photographers: Chris Collingwood; Joseph Cultice; Adam Schlesinger.

There's no denying that Fountains of Wayne know how to craft a great pop record. They know how to write a hook, they can pull of mild rockers and sweet ballads with equal aplomb, and they write melodies that feel like half-forgotten favorites. They have all the elements of a classic power pop band but they suffer from that peculiar '90s ailment -- detachment. For all their flair, talent, and craftsmanship, the band don't really dig deeper than the surface. Of course, that doesn't mean they make bad records, and their second album, Utopia Parkway, is, if anything, every bit as good as their fine debut. All the songs immediately make a connection and all of their melodic attributes simply strengthen with repeated listens. However, those repeated listens reveal that Fountains of Wayne don't have a lot to say. That's not a cardinal sin in guitar pop, since most bands simply recycle the same lovelorn themes, but Fountains choose to have fun with clichés, throwing in goofy asides even in their ballads. Throughout the record, they seem like the well-read, pop culture-saturated kids who sat in the back of the classroom, cracking jokes that only they can understand. Depending on your view, this either enhances the fun or keeps the record at a distance, because if you don't share their disdain for hippies, laser shows, proms, malls, and bikers, it will be a little hard to sing along with those glorious melodies. For some, this may be a minor point, but consider this: emotional depth is what lifted Matthew Sweet's Girlfriend to classic status and what keeps Utopia Parkway from truly soaring, despite its many virtues. ~ Stephen Thomas Erlewine

Fountains of Wayne turn self-conscious alt-rock geekdom into an unassailable art form on their second album UTOPIA PARKWAY. They combine classic power-pop song structure with a knack for the killer hook and an endless supply of self-referential lyrics detailing the lives of East Coast hipsters growing up in the postmodern age. Perfect pop harmonies, ringing guitars and the occasional synth sweep (for retro new wave credibility) match lyrics about "playing in a cover band" and taking "the N train down to Coney Island."

It quickly becomes plain that the outsider edge of the songs comes from the fact that the songs' characters are kids from the 'burbs who enter the city in search of deliverance, or at least relief from boredom. This scenario's apex is reached on "Laser Show," about driving into New York City's Hayden Planetarium to see Pink Floyd and Metallica laser shows. God bless those who write about what they know.