released February 4, 2005

1. Yoooooouuuuuuuu (Zach - lead vocals, acoustic guitar; Chris - backwards lead guitar, backing vocals)
2. The Fast One, With A Beat... A Real Rocker (Zach - guitar, lead vocals; Chris - synth noises, drum machine, backing vocals)
3. Message From The Grave ** (Chris - drum machine, no programmed beats, guitar; Zach - vocals)
4. Sleep (Zach - vocals, guitar; Chris - bass, backwards symbol)
5. Time Understood (Zach - acoustic guitar, vocals; Chris - backwards lead guitar) 6. What Does He See Thru His Eyes? (Zach - acoustic and electric guitar, vocals; Chris - assorted "3rd" guitar)
7. The City ** (Chris - guitar; Zach - spoken word vocals)
8. Inferno : A Measure of Eternity (Zach - guitar, backwards guitar; Chris - synth noise)
9. Stars (Zach - lead and backing vocals, acoustic guitar, first "sloppy style" guitar solo; Chris - keyboard strings, second guitar solo, and backing vocals)
10. Melancholic Optimism (Zach - lead vocals, acoustic and electric guitar; Chris - synthic handclaps, 3 part vocal harmony, backwards guitar, snyth strings, synth bass at the end, and 3rd guitar at the end)
11. Damnit Son of a Bitch Cool Song We Can't Think of a Name For (Zach - acoustic guitar, droning keyboard note; Chris - backwards piano, guitar, synth bass, synthic wind noise)
12. For Another Plane (Zach - acoustic guitar, keyboard; Chris - synth)
13. We Can Hear You (Zach - vocals, acoustic guitar; Chris - delayed synth bass drop, electric guitar, backwards guitar)
14. Always Under(Under) *** (Chris - vocals, piano; Zach - guitar)
15. Dust and Guitars (Zach - guitar, line 6 effects; Chris - Synth MADNESS!!!!!!)

All songs written by Zachary Biggs unless otherwise noted.

** music by Chris Oliver, lyrics by Zachary Biggs

*** written by Chris Oliver

On this recording, Zach used an American Fender Strat, Martin Acoustic, Tascam 414 4-track recorder, ex-roommate's digital Roland 8-track for vocal effects, Line 6 Digital Delay Pedal, Yamaha PSR-75
Chris used a crappy 50 dollar "overdrive" electric guitar, a yahama dj-x (all keyboards and keyboard drum stuff), and a Fostex XL-1 4-track recorder.

Produced & Mixed by Zachary Biggs and Chris Oliver (Sept. 2004 - Jan. 2005)