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The 11-track collection was mostly recorded in two San Francisco hotels, the Mark Hopkins Hotel and Seal Rock Inn, and Hyde Street Studios, also located in the Bay Area. “The album was recorded at hotels to take a break from the dark, windowless atmosphere of studios, and to see how atypical recording environments would affect my music,” Kozelek explained last year.
Kozelek manned all instruments throughout the LP, except for the drums on “Sublime”, which were handled by Sonic Youth member Steve Shelley. The early single and opening song, “This Is My Town”, is an ode to San Francisco and features references to local heroes the Grateful Dead.