The post tour release of music inspired by the north-north u.s. tour of the trio of Joseph Foster, Bryan Eubanks, and Jean Paul Jenkins in the fall of 2001. All of the tracks are dedicated to people whom the trio met and felt inspired by on that trip. The recording was made in the living room of 4315 NE Brazee in November of 2001 and the drawing on the front of the disc is of JP passed out one night at Erin and Todd's in Brooklyn after a particular rousing set of music and after music at a "loft" in Williamsburg.