Captured direct from the mixing board at a stop on Codeine’s November 1993 swing through the Midwest opening for Mazzy Star, What About The Lonely was recorded at the group’s live zenith. The trio of Stephen Immerwahr, John Engle, and Doug Scharin are joined by Gastr Del Sol’s David Grubbs on two of this album’s eight songs, cutting through a crowd of chatty midwestern 120 Minutes fans at Chicago’s notorious Lounge Ax.