With original member Jack Nicholsen having left the group after 1992's Book of Rejection, the band now consisted of the duo of Laura Hubert and Pat Langner. Accordingly, since the band were no longer a "treeo", the album's original release was credited to The Spits, although the album was subsequently reissued under the band's original name.
Nicholsen did, however, appear on one album track, the lead single "Dirt on Me", as a guest musician. Other guests included Jason Sniderman, John Alcorn, Lori Yates, David Ramsden and Cindy Matthews, who later married Nicholsen.
The song "Since We Danced Outside" was written for the film Dance Me Outside, in which the band appeared performing the song in concert.
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