The phonon analog of an optical laser has long been a subject of interest. We demonstrate a compound microcavity system, coupled to a radio-frequency mechanical mode, that operates in close analogy to a two-level laser system. An inversion produces gain, causing phonon laser action above a pump power threshold of around 50 µW. The device features a continuously tunable, gain spectrum to selectively amplify mechanical modes from radio frequency to microwave rates. Viewed as a Brillouin process, the system accesses a regime in which the phonon plays what has traditionally been the role of the Stokes wave. For this reason, it should also be possible to controllably switch between phonon and photon laser regimes. Cooling of the mechanical mode is also possible. [10]. However, only recently has phonon laser action been reported using a harmonicallybound magnesium ion [11]. Here, using a compound microcavity system, a phonon laser that operates in close analogy to a two-level laser system is demonstrated. The approach uses intermodal coupling induced by radiation pressure [12], and can also provide a spectrally selective means to detect phonons. Moreover, there is currently great interest in optomechanical cooling [13] and evidence of intermodal cooling is observed.