It was recorded at the noted venue The Stone Pony in Asbury Park, N.J. on February 16, 2001.

It includes many of Crenshaw's best known songs, four tunes from his most recent studio album, #447, and a pair of vintage covers; Jody Reynolds' "Endless Sleep" and The Left Banke's "Walk Away Renée".

The acoustic show was performed by Crenshaw solo but for a few songs accompanied by bass and accordion.

The title is a misquote of a joke by Neil Innes that is best known from a 1976 Amnesty International benefit.

In 2002, BMG Special Products released the album Marshall Crenshaw: Greatest Hits Acoustic.