In 1998 the line up changed considerably, turning into a quartet featuring Mike DiPirro on bass (Free Peoples, Soulstice, Radioactive), Jai Young Kim on keyboards (Secret Chiefs 3), and guitarist Eli Good (Grassy Knoll).
After the departure of DiPirro in 1999, Species Being included several new musicians to its rotating line up including bassist Kenseth Thibideau (Pinback), guitarist Mitch Cheney (Rumah Sakit), composer/keyboardist Graham Connah, and bassist Matt Lebofsky (Secret Chiefs 3, MoeTar, miRthkon).
Stylistically reminiscent of Soft Machine, Univers Zero, and other out-rock groups, this record was distributed in the UK by ReR Megacorp, by Marquee in Japan, and through other outlets across the U.S. and Europe.
Much like its predecessor, it is a collage of material taken from recording sessions, this time at the Radical House studio in San Francisco.
[2] In 2007, former member Mitch Cheney produced a benefit CD for Children's Musical Education in St. Augustine, Florida entitled Greenness.