“I was in the place where the darkest deeds are done,” Flying’s Elliot Krimsky sings, watchful amid insistent hand-drums, detuned guitar, and some kind of mouth-harp-like sproinging, insidiously catchy bassline circling slowly. This is the opening of their appropriately named sophomore effort, Faces of the Night, and he’s describing a restaurant in Long Island City whose sparse and faceless patrons began to disconcert him during a piano gig one evening. But that shadowy restaurant proves to be simply the entry point to the broad, twilight spaces the trio –- Krimsky, Sara Magenheimer and Eben Portnoy –- traverse this time around, the back alley they slip out from, opening into a nocturnal carnival of uneasy delights. Masked figures glide down the midway in obscure finery, while formless fingers beckon from the alleyways with uncertain motive. This place is eerily familiar. It has a warmth all its own. For all its potential dangers, this place is ultimately inviting to those who seek it. Faces of the Night taps into dearly-held childhood fears and fancies. With its unsettling funkiness, minor-key dance shuffle, and faintly tribal percussion throwing long bonfire-shadows, it could be the musical accompaniment to a stage version of Where the Wild Things Are.

Flying emerged in 2006 with Just-one-second-ago-broken Eggshell, an album defined as much by the empty spaces around its delicate clatter of found sounds and quiet noise as by its stop-start arrangement shifts. The atmosphere of Faces of the Night runs deeper and more evenly. The songs still lurch around a bit, but in ways that seem less startling, more consistent with their own logic, more able to sustain a groove. This slight smoothing-out seems initially unfortunate after the utter uniqueness of the debut, and it would certainly be all right if they toyed with atonality and rhythmic clutter here a bit more. But a closer look shows that Flying has simply chosen to maintain the otherworldly quality in other ways. Each track is more of a closed, cohesive unit now, but still a postcard from a pop lineage fairly independent from our own. And the hints of charming awkwardness—the faint, earnest uncertainty in the singers’ voices, for instance—still come through.

Tellingly, when I went to add a Flying track to a mix-tape last week, I found that it was really no contest between selections from the two albums. Any number of the new songs could summarize the band better than most anything from the preceding album. The tracks on Faces each seem better at being what they are. Whatever they are. The spare, simple “Draw It in the Dark”, sung and played by Magenheimer on crackly keys and recorded on one of her first takes of the song ever, is perhaps her most affecting to date. The spontaneity that comes through makes it purely convincing. The following “Firetruck” sees Krimsky at his most low-key and compelling, spinning stories over darkly-toned organ and steady drums as Magenheimer and Portnoy lay electronic blurts and distant vocal shrieks behind him. “Fear of Flying” employs an abrupt subtle-strings-to-bombastic-piano shift like a disjointed music theater crescendo, a trick that may work better here than any of the similar moments on Eggshell.

Faces of the Night sees Flying trading in the more esoteric rough edges of their debut for evenness of atmosphere. With the atmosphere they’ve created, the shift shouldn’t draw much complaint. Krimsky’s darkened LIC restaurant seems to function as a kind of bridge between worlds: from the enclosing night of the real world on one side to the unnatural gloaming of their collective dreaming on the other. With an eye towards each at all times, the trio has crafted a macabre, lovely set of songs, songs that somehow manage to draw an unlikely comfort from even their most uncanny moments.

• Multiple songs MySpace