Wijsen left the band in late-1998 and Scanlin and Kelly began working on more pop-oriented songs, first with producers Greg Freeman (Pell Mell, Virginia Dare) and Jeff Palmer (Granfalloon Bus, Sunny Day Real Estate, Mommyheads) and later with new band members Aaron Rubin (bass; Mr. T Experience, Samiam) and Chuck Lindo (guitar and vocals; The Nukes, Jumbo Shrimp, The American Professionals).
The Scene's Out of Sight was recorded in the fall of 1999 with producer/engineer (and Jawbox-frontperson) J. Robbins at John Vanderslice's Tiny Telephone Studios and released in early 2001 by the Self-Starter Foundation.
J. Robbins once again engineered and the band produced, venturing into the far-ranging territory of multi-instrumentation, elaborate arrangements and stylistic diversity (including elements of pop, alt-country and electronica).
Actionslacks took a semi-hiatus beginning in late 2004, with occasional live appearances and writing sessions amid individual projects, careers, and family life.
The resulting collection, which marks a return to the aggressive yet tuneful punk sound of The Scene's Out of Sight, was self-released as Kids With Guitars in spring 2009.