Bill Direen has been described as “kind of a kiwi Alex Chilton” (Mike Ric), a “barbed intellect” (Chris Knox), “a student of quirky pop topography” and an “insightful muso of words, tones, texture and attitude” (Fred Mills, The BOB). In 1994, he had been working up new material at clubs and theatres with drummer Derek Champion. Peter Jefferies (talent scout for the label imd) brought them to Dunedin and set up recording with Brendan Hoffman. Alastair Galbraith, Stephen Kilroy, Kiri Winders (My Deviant Daughter) and Rob Thorne dropped by to add their genre of Dunedin brilliance to the Direen/Champion grooves, while Peter Gutteridge gave advice on how to drive items from his collection of keyboards.
Hoffman also integrated five home recordings plus a high tension live recording serendipitously recorded by kiwi soundman Terry King (R.I.P. 2017), when saxophonist Steve Wolf and reed emulator Victoria Singh guested. When CMJ called it “perhaps Direen’s finest work yet”, Bill and Derek took off for a whistle stop tour of the USA.