Mixed 10/06 at Jackpot! Recording Studio, Portland, OR, except for "Talking to Mary" "with help from Tony and Leslie at Tony's house", 1995 in Portland, and "Seen How Things Are Hard", mixed at The Shop in 1996. "Go By" and "Seen How Things Are Hard" transfer, overdubs and additional production at The Shop. "Thirteen", "See You Later" and "Half Right" recorded in Elliott's Basement for broadcast June 1, 1996, on the Locals Show on KWVA 88.1 Eugene, OR. Songs from Elliott's 8-track sessions for Either/Or were recorded at Joanna Bolme's house, Elliott's house, Undercover, Inc. or the Heatmiser House - from 1995 to 1996. Tape baking and transfers by Mr. Toad's Audio in San Francisco. Mastered at SAE.

Technical Note: Except for the special case of "New Disaster", where independent instrumental and vocal takes were combined, all songs are presented as tracked by Elliott, and every effort was made to check stereo placement, track levels, editing ideas, arrangement ideas, and the overall feel that were present in his rough (or released) mixes. In many cases remixing was simply an attempt to make the elements of the song slightly more legible, and in other cases to reduce the background tape hiss. In no way is this album simply a product of the studio in 2006 - it is a collection of songs, any of which could have easily been included on his albums of 1995 or 1997.

Songs previously unreleased except for:
"See You Later", Air Check cassette (1999, JB020/Jealous Butcher/limited to 300 copies)
"Angel in the Snow" Yeti: Volume I (2000, 2500 issues printed/pressed)
"Big Decision" - A Slice of Lemon (1995, KRS100/Kill Rock Stars, still in print)

A1: From the Jan/Feb 1995 sessions at Leslie Uppinghouse's home that yielded much of the S/T record. Elliott's mix appeared on a CD that came with Mike McGonigal's magazine, Yeti: Volume I.
A2: From the 1995 sessions at Leslie's. This is Elliott's rough as the master tape is sadly missing.
A3: From the 1995 sessions at Leslie's. An early working title was "Coma Kid". The "drums" are really just doubled snare (with the throw off loose) and ride cymbal.
A4: From sessions for Either/Or. The "bar" was certainly La Luna in Portland, with "the millions of fans ignoring the bands."
A5: From sessions for Either/Or. The title of this song is not certain.
A6: From sessions for Either/Or. Due to the limits of eight tracks you rarely get bass guitar on these sessions unless it is integral to the arrangement. One of the most haunting songs in this collection.
B1: From the 1995 sessions at Leslie's. Notice the excellent melodic electric guitar part.
B2: This song was tracked at Jackpot! Recording Studio in early 1997. The title is an assumption as there were no notes on or in the tape box.
B3: Tracked at Jackpot! in early 1997. With different lyrics this song has seen life as "Ghost writer" or "From A Poisoned Well". Elliott recorded the guitars too loud to tape in this collection, hence the occasional "chunk" noise.
B4: From sessions for Either/Or. Recorded to 8-track by Elliott in 1996, but then bounced to 2" tape by Rob and Tom where they added overdubs. It was obviously a contender for Either/Or at some point. Early versions of the song were known as "Bye Bye" and "Two Timed".
B5: This song was tracked at Jackpot! in early 1997. It was later recut with lyric changes at Jackpot! and used in the film, Good Will Hunting.
B6: The Big Star/Alex Chilton song featured often in Elliott's live sets and in the Lucky Three short film by Jem Cohen. This version was recorded by Rob Jones and Elliott Smith in Elliott's Basement in April 1996 and was broadcast June 1, 1996, on Rob's Locals Show on KWVA 88.1 Eugene, OR. This was a simple live take with acoustic guitar and vocals.
C1: From the 1995 sessions at Leslie's. Even though it was older, it was an early contender for the Either/Or running order.
C2: Apparently from the September 1994 sessions at Tony's. Features JJ Gonson's vintage Domino guitar that Elliott favored. Also known under the working title "Hanging Out With Me".
C3: From the 1995 sessions at Leslie's. Elliott's mix appeared on the CD compilation, A Slice Of Lemon.
C4: From sessions for Either/Or. Sung so softly, but really beautifully.
C5: From sessions for Either/Or. Vocals and music are from different takes. Vocals are from the reel that provided From a Basement on the Hill with "Last Hour", but the tape reel flange scraping sound (which you can hear on "Last Hour") was even more distracting on this song. Music was from a later instrumental take, with organ and drums but no vocals. This is the only istance on this record where we combined takes in this manner.
C6: This song was actually recorded on a 4-track cassette. Mixed by Tom and Rob for possible inclusion on Either/Or. Also known under the working title, "Sleigh Bells".
D1: From sessions for Either/Or. Also known as "See My City Dead". Check out the cool melodic organ part and Elliott's grooving drum style.
D2: From sessions for the album Either/Or. Apparently the song title was appropriated for the album title but not the song. There's also a version of this song with alternate lyrics called "No More".
D3: From sessions for Either/Or. This is a completely different song than the Figure 8 track, but seems to feature different words with a parallel theme. An early version was worked up as "Everything's Okay" - note the similar phonetics.
D4: From sessions for Either/Or. Some of this fastest guitar picking in this collection.
D5, D6: These are two Heatmiser songs from their third album Mic City Sons, performed solo in this collection. From the Rob Jones' Locals Show sessions, "See You Later" was released on the Air Check cassette on Rob's label, Jealous Butcher.

Issued with printed inner sleeves with liner notes, source information and pictures.