Recorded to eight track reel-to-reel at Third Man Studios in Detroit, Michigan in February 2005, and mixed at Ardent Studios in Memphis, Tennessee. Blue Orchid, The Nurse, My Doorbell, Forever for Her (Is Over for Me), As Ugky As I Seem, The Denial Twist, White Moon, Instinct Blues, Passive Manipulation, Take Take Take, Little Ghost, Red Rain, I'm Lonely (But I Ain't That Lonely Yet)