Unlike the later two Elektra recordings, the band retained some of their country twang, making this another fan favorite.

[11] Rhett has clarified that, although his name is Stewart Ransom Miller (The Second), the song "Barrier Reef" is not really autobiographical.

I could live for a month in my East Dallas garage apartment for the amount of money Elektra was paying per night at the Paramount Hotel.

He awoke to male and female laughter, kicked in her door, put his hand around the man's throat, and then decided to leave.

The song is specifically about a Cuban girl from Miami that Miller fell in love with, proposed to, realized his mistake, and eventually parted ways with.

[16] Rhett says: "the phone in our kitchen had a twenty-five foot cord that stretched throughout the upstairs of the garage.

At the time, though, the voice at the other end of that number soothed me in a way I can't quite explain.

When writing "Niteclub", Miller "was living with a young woman who was poised and destined to move to New York City to pursue her dream.

Instead, Exene sang on "Four Leaf Clover", replacing the lyric "nothing to impress you" with "nothing to attract you" which Rhett found "much sexier."

All songs written by Rhett Miller, Ken Bethea, Murry Hammond and Philip Peeples.

For the album's fifteenth anniversary in 2012, Omnivore Recordings released an expanded two-disc version of Too Far to Care.