Fountains of Wayne's second album is somewhat of a new thing under the sun: Pet Sounds for '90s Jersey high schoolers. Main-men Adam Schlesinger and Chris Collingwood litter these songs with cultural references (Pink Floyd laser shows, tattoos, Puff Daddy, lavender Lexuses, "You Dropped a Bomb on Me"), but their "Valley of Malls" is saturated with as much bittersweetness as that of Adam Sandler's wedding singer. The pop-savvy Schlesinger--who also puts in time as a member of Ivy and wrote That Thing You Do!'s title song--is wiseacre enough to dub a touching ELO tribute "Prom Theme," but when the album ends with one of the kids falling for "The Senator's Daughter," it feels as openhearted as when Brian Wilson puzzled over why he just wasn't made for these times.

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