is the seventh studio album by Carteret, New Jersey-based rock band The Smithereens, released in stores on January 16, 2007.

[4] It is the first Smithereens album to feature Severo "The Thrilla" Jornacion, who replaced original bassist Mike Mesaros in 2006.

Soon after, DiNizio began to receive e-mails from fans who had attended the concert suggesting the band record an album of Beatles songs.

[7] It talked about the Vietnam War, America dealing with the assassination of John F. Kennedy, the civil rights movement but also about Beatlemania.

[11] According to DiNizio, the band immersed themselves in 1964 ephemera in preparation for recording, with objects like magazines, posters and the bobbleheads that made the cover.