To celebrate the legendary Young Fresh Fellows' 40th anniversary remix/re-release of their first album The Fabulous Sounds of the Pacific Northwest, the band took one day off their hectic touring schedule to head to Wilco's The Loft studio in Chicago. The band got GRAMMY-Award winner Tom Schick behind the boards, cut 11 brand new songs, and later added some legendary friends across the album, including Neko Case (sings lead on "Destination"), John Stirratt of Wilco (harmony vocals), Morgan Fisher of Mott the Hoople (keyboards), Jonathan Segel of Camper Van Beethoven (violin), Jenny Conlee of The Decemberists (accordion, harmony vocals), Mark Greenberg of Eleventh Dream Day (vibraphone), Peter Buck of R.E.M. (12-string guitar), and Dave "Max" Crawford of Poi Dog Pondering (trumpet). This fully realized version, Loft, has never been released before, and the cover is a faded/fated tie-in with 40th anniversary of YFF's second LP Topsy Turvy, released November 1985.

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