Its acoustic tunefulness set off by crafty production, Michael Penn's Free-for-All takes up where March left off. It misses the novelty punch of that 1989 debut, but the ingenuity of its ten songs underscores the solidity of Penn's talent – Nineties folk rock wryly twisted, this is pop with a hint of strange magic.

Penn's language, to put it mildly, is elliptical – and his deft dodging of linear sense distinguishes Free-for-All from neo-folk by the likes of Tracy Chapman and Indigo Girls. Drunk on metaphor, he likens love to heart surgery ("Seen the Doctor"), panning for gold ("Coal") and a car crash ("Drained"). Tim Buckley, Suzanne Vega and Dylan at his most cryptic may be his soul mates, but Penn's rapt poeticizing is all his own. Decoding verses like "Mermaid on Pico/Lifts her fin/Demands a towel/And thinking of you/Is not avowal" is tough, but Penn's melodic power assures that such wordplay comes off as fresh, not pretentious.

Free-for-All is catchy, but its quirkiness consistently surprises. Alongside keyboardist Patrick Warren, veteran drummers Jim Keltner and Kenny Aronoff and bassist John Pierce, Penn weds Beatlesque hooks to offhand vocals, and coproducer' Tony Berg sweetens the mix. Cello, pedal steel guitar, trombone and bass harmonica embellish the multitextured sound.

While March boasted, in "No Myth," an instantly appealing single and, in "Bedlam Boys," a rare rock force, this collection features a more unified approach. Yet the introspective mood of "Strange Season," "Bunker Hill" and "Now We're Even," the powerhouse trio that closes Free-for-All, reflects the subtler force of a writer who seems now to be concentrating on coaxing forth lasting pleasure. And that's why Free-for-All repays repeated listening. (RS 644)

PAUL EVANS