The album is the follow-up to the trio's self-titled debut and the first to feature JD Samson as a member of the band. She had previously worked with the band as a roadie and the operator of Benning's slide show during live performances in support of their first record.
"Cry for Everything Bad That's Ever Happened" – 2:41
"Keep on Livin'" – 3:10
Note - Another version of this album was released on 24 August 2004 with a bonus multimedia track, a different version of "Well, Well, Well". Vaginal Davis is featured on the 2004 version of "Well, Well, Well."