The second Bright Eyes album took shape between March 1997 and March 1998, partly in Conor Oberst's basement in Omaha and partly at Chase Park Transduction in Athens, Georgia. It is the first album Mike Mogis played on and produced, after which he became a permanent member, and it carries contributions from members of Cursive, Tilly and the Wall, Neutral Milk Hotel, and of Montreal. The recordings are raw and at times overdriven, with "If Winter Ends", "Padraic My Prince" and "June on the West Coast" as the best known songs. The album first appeared in November 1998 on Saddle Creek.

This edition is an LP.