After fulfilling his contract with Reprise, Yoakam moved to Warner Bros. and released the soundtrack to South of Heaven – West of Hell, a film he wrote, directed, and ultimately financed, much to his own detriment; the movie was panned by critics and went largely unseen.

Thom Jurek of AllMusic enthuses, "…on the title track driven by guitar ace Pete Anderson and pedal steel, banjo, and dobro king Gary Morse, Yoakam weaves a perfect blend of driving rockabilly, Chuck Berry, and honky tonk.

The minor key title track evokes Hank Williams's "Ramblin' Man" with bleak lines like, "This place will tell you lies with each passing shadow…" while "No Such Thing" is a disillusioned post-mortem of a broken relationship that reflects "We never laughed, we never cried/That’s not true, it's better to lie…" Similarly, on the punning "Fair to Midland" the narrator laments "I'm only closer to how far away can be."

The pair split acrimoniously after a near-twenty year musical partnership when Yoakam decided to cut costs and tour without him, which lead to a lawsuit that was settled out of court.

The songs are right there: lean, tough, raw, and drenched with hooks as well as emotions -- check out the honky tonk stroll of ‘I'd Avoid Me Too.’ This is stellar, kickin' impure country.