It was recorded at the 9:30 Club in Washington, D.C., and at The Knitting Factory in New York.

[6] Spin likened the album to "Sinatra's In the Wee Small Hours remade by the Velvets.

"[7] All lyrics by Dean Wareham, music by Luna, except where noted.

Track 3 mislabeled "Friendly Advice" on the CD cover.

The 2 LP vinyl release included four additional tracks: