While it was recorded before The Story of Gasoline, it was released at the band's final show as a farewell to its fans. It was produced by Mark Erickson of The Number Prophets in Allen's loft over the course of several weeks by engineer Mike McDonald. The album includes contributions from a laundry list of Cleveland's musical A-list: Anne E. DeChant, Walkin' Cane, Kristine Jackson, Mark Leach (Buddy Miles Band) and Doug Gillard from Guided by Voices.
During this time Allen was branching out and writing and recording with many artists, including the Anne E. DeChant (co-wrote most of Pop the Star, produced by Don Dixon), Walkin' Cane and Doug Gillard. Alen also recorded a record during this time with his side-project The Bedroom Legends, which featured members of the Boys From the County Hell (which Allen is a founding member of). The album was entitled Desperate for Cool, and The Legends toured regionally and did several notable opening dates, including Guided by Voices.
* Voted "Best Americana Band", Cleveland's Scene Magazine