Done well, a three-minute pop song can be a memorable thing. A catchy melody, a simple, unforgettable line ("I get knocked down/I get up again" still gives me nightmares), a short duration (four minutes, tops) and you got the makings of a hit. "Fountains of Wayne," on their second album, "Utopia Parkway," try to follow these rules in their quest for that perfect pop song. Unfortunately, they don't quite hit the mark, and the result is a nearly sleep-inducing compact disc.

Individually speaking, the 14 tracks on the 45-minute disc are pleasant enough. The title track leads off the disc with a hint of Oasis...I mean, the Beatles, with subtle vocal harmonies popping through the production sheen. Later on, "Laser Show," with its references to Pink Floyd, "going straight to the dark side of the moon," and Metallica, "We're going to sit back, relax, watch the stars/James and Jason, Kirk and Lars," recalls Bob Seger's "Old Time Rock and Roll," -- you can almost sing the older song's tag line along with the chorus, "Oh yeah, we're going to the laser show." It's one of the better songs on the disc.

Along the way, the band hits on every decade of rock and roll's history, with the psychadelia-lite "Valley of Malls," sounding like a prototypical 70s pop song. (I think they borrowed the music from a song called "Valley of the Dolls," but I can't recall exactly how the latter sounds.)

Basically, "Utopia Parkway" is filled with harmless, lighthearted pop, courtesy of the band's two masterminds, Chris Collingwood and Adam Schlesinger. Every once in a while, they get the formula just right, as on the beautifully understated "Troubled Times," and the aforementioned, raucous, "Laser Show." At times, they even manage a few wickedly twisted, Barenaked Ladies-esque lyrics, like on the orchestration-enhanced "Prom Theme." "Here we are at last/We're running out of gas/the air is getting sick/the girls are getting sick/..../soon we'll say goodbye/and we'll work until we die."

Unfortunately, those are the exceptions on "Utopia Parkway." The disc is brought down by too many purely fluffy musical arrangements, combined with similarly lightweight lyrics about cars, girls, and other almost adolescent pursuits (how many times can you use the line, "Sha la la la la"?). It's a case of, frankly, too many boring and overproduced tracks putting this listener to sleep, and obscuring whatever good qualities "Fountains of Wayne" may have had to offer.