Leaving behind her longtime band the Nocturnals -- in name, at least; a fair number of the members show up here, including her drummer/husband Matt Burr -- Grace Potter also leaves country in the dust on her second solo album, Midnight. Teaming with Los Angeles-based producer Eric Valentine -- he's best known for heavier stuff like Queens of the Stone Age (he even brought in Nick Oliveri to sing some backup vocals here) but also has done work with progressive bluegrass band Nickel Creek -- Potter dives headfirst into pure pop with Midnight, creating a gleaming confection that, at its best, could be mistaken for late-'80s AOR. Such submersion in gloss is bound to alienate fans who've long favored her Americana authenticity but Midnight bears the same considered construction as her four albums with the Nocturnals; the surface just happens to sparkle. At first, that sheen seems blinding: the neo-new wave synths grin along with glam stomps and disco allusions, guitars play to the rafters but are still overshadowed by vocal hooks halfway between Heart and Stevie Nicks or perhaps informed by the urgent revivalism of HAIM or even memories of early Madonna. Potter isn't posturing here. She's embraced every clich? that comes with this retro album rock and that enthusiasm certainly gives Midnight panache -- she's every bit as passionate here as she was on the rawer The Lion the Beast the Beat -- but what gives the album resonance is how her clever songs keep Valentine's supremely SoCal production from playing like aural candy. Both Potter and Valentine delight in celebrating and inverting the clich?s of overblown '80s AOR and that's what makes Midnight such a fun trip. ~ Stephen Thomas Erlewine