[1][4] On the 8th track, "Record Lady," Lyle refers to college friend and fellow musician, Robert Earl Keen.

...Robert Earl, he's a friend of mine You know he's always looking out for my best interest...Several songs prominently feature one or more of Lovett's trademark penchants: wry humor ("Sonja"), playful surrealism ("Penguins"), cod misanthropy ("They don't like me"), and disturbing frankness ("Creeps Like Me").

Lovett's wife at the time, Julia Roberts, provides backing vocals on two tracks.

Other performers lending their voices include Rickie Lee Jones and Leo Kottke.

"Ain't It Something" would later be rerecorded, in a longer form, for Lovett's soundtrack to the 2000 film Dr. T & the Women.