The second disc is a collection of rarities, including B-sides, soundtrack cuts, alternate versions, three previously unreleased songs, and a cover of Prince's "Let's Go Crazy". The album takes its title from a song that was originally released as the B-side to "Megalomaniac" and as a bonus track on international releases of A Crow Left of the Murder...; it is also included on Disc 2 of this album. The album art was drawn by vocalist Brandon Boyd.
Although disc 2 was advertised as being made up of almost entirely previously unreleased and unheard tracks, many of the included tracks can be found on other releases. "Neither of Us Can See" and "Admiration" were both included on the soundtrack to the movie Stealth in 2005; however, this version of "Neither..." features only Brandon Boyd on vocals. "While All The Vultures Feed" was a song recorded for the soundtrack to the movie Stealth, but was inexplicably left off; the song was, according the band manager Steve rennie, recently "dug out and polished up" for the release. "Anything" was a song recorded during the Morning View sessions, which never made it past the demo stage. It was revealed that the song was born from a jam session between Mike Einziger and José Pasillas that was recorded for potential inclusion on the album. Bass guitar on the track was performed by Mike Einziger, and vocals were completed on the track during the demo stage. Eventually, however, the song was left off in favor of other tracks.
"Martini" was one of the songs recorded during the Light Grenades sessions—amongst many other tracks and demos—that never saw the light of day. Not much is known about "Martini" and its background; it is regarded as just another song that didn't make the album. Listeners will notice that the solo from the song is very similar to the solo from "Rogues", a song that made it to Light Grenades, and was possibly an early version of the solo, which was tweaked to fit on "Rogues". "Look Alive" and "Punch Drunk" were not only on the Japanese release of Light Grenades, but live versions were on the Look Alive concert DVD release from 2007. "Pantomime" and "Monuments and Melodies" (and the Japanese bonus track "Follow") appear on Incubus's Alive at Red Rocks DVD from 2004 as tracks on the bonus CD, though the "Pantomime" in this compilation is an entirely different recording featuring the whole band for the entire song, whereas it is revealed in the concert section of the Alive at Red Rocks DVD and the studio version featured on the bonus CD that the first half of the song is solely Brandon playing guitar and singing. Furthermore, a live version of "Pantomime" appeared on 3 of Incubus's "bootleg" live albums to profit the Make Yourself Foundation and "Monuments and Melodies" was released as a B-side to the "Megalomaniac" single, in 2003. "Crowded Elevator" was a B-side to the "Pardon Me" single in 2000, a Japanese bonus track to Make Yourself in 1999, on the Scream 3 soundtrack, and appeared on the Live in Sweden 2004 "bootleg" live album of theirs. It also appeared on the 2000 EP When Incubus Attacks Volume 1. "A Certain Shade of Green" was recorded during a Live X session for 99X; played in the same style as heard on Monuments and Melodies, it appeared on Time Lapse Consortium's album entitled Live at the Roxy Theater in 2003 (albeit an electric version). Playing on this recording are Time Lapse Consortium and Incubus band members Ben Kenney, Mike Einziger, and Jose Pasillas, and Brandon Boyd was the featured "guest" singer. There are also numerous bootlegged live recordings of Incubus acoustically performing "A Certain Shade of Green" in this style. Also, "Midnight Swim" from Disc 1 is not the song of the same title as featured on the Look Alive bonus disc.