It was recorded at Z'gwonth Studios, Lawrence Kansas nearly at the same period as the Get Up Kids-Album On a Wire, but it was realised a few months earlier.

The Song "Forever Leaving" was originally performed by "The Tijuana Crime Scene" from Kansas, the origin Band of the album-producer Alex Brahl.

[2] "All Ears" is a Cover of the indie/alternative rock band "Kill Creek" from Lawrence, Kansas.

Fans of the first album will probably like this one, although much of the punch seems to be missing that was associated with the full-band sound of the debut.

"[5] - Ox-Fanzine "...[Pryor is] expecting that poignancy and emotional depth to spontaneously result from stripped-down instrumentation.