Free-for-All (1992)

Michael Penn's second album continues the promise of this kinder, gentler, more musical Penn, who's the brother of bad-boy actor Sean. There's no out-of-left-field tour de force like his ''March'''s ''No Myth,'' the fluke MTV hit with the ''What if I were Romeo in black jeans?'' chorus. But the album is full of the courtly ''Eleanor Rigby'' sort of pop that made March such a charmer. Penn shows himself a strong songwriter, if an overly intellectual one. Some songs are simply too self-conscious, and their studiousness doesn't seem faithful to Free-for-All's blithe title. But the album is chockablock with melodies and neat instrumental touches — and when's the last time you got an album that was too brainy? B+