It was recorded live at the Britt Festival in Jacksonville, Oregon, on June 19, 1992.

To prepare for the concert, Nesmith conducted a limited U.S. tour which featured a similar set list as the Britt Festival.

The performance was Nesmith's last with longtime collaborator and pedal steel guitarist Red Rhodes, who died on August 20, 1995.

[2] The album features a rare occasion of Nesmith (as a solo artist) singing a Monkees song, "Papa Gene's Blues" (originally from the album The Monkees).

All songs written by Michael Nesmith except as otherwise noted.