Collects seven tracks recorded during February, March and May of 1995 at the Box Studio in San Diego, three of which were eventually released as a 7" and four of which have remained previously unreleased. The project was conceived and executed by JOVI BUTTS on bass and vocals, and contributing musicians included MIKE WATT, NELS CLINE, RICK FORK and GAR WOOD of HOT SNAKES, PALL JENKINS of BLACK HEART PROCESSION and THREE MILE PILOT, MATT CRANE and BOB P-23. The bass and drums created the foundation and parameters for the project, a variety of guitars, filtered basses, vocals and keyboards were laid on top in a free style form by these musical free-thinkers. Ultimately everyone was left to contribute what they felt best.