THERE YOU GO: We made the guitars and drums in the song sound like a quagmire because that's what's all around the young person in this song. It's a song of warning about the dangers of this world, and so the instruments are all bleeding into one another and there's a sense of intensity and things buzzing out of control. (ANN) The song and its purpose mutated. Craig Bartock and I started it as a cautionary tale, a warning to a young woman on a red carpet. But when Ann got a hold of it, the song became something else entirely and something really phenomenal.

WTF: It started like a jam, like that song by Cream "SWLABR." Later when I wrote the words, they were really angry and they just blasted out of me, like I might have just as well said, "What the fuck?" (ANN) Craig had that amazing guitar part, and then Ann came in with this scream of lyrics. I thought maybe the song was about someone else, but then the other day Ann mentioned it's kind of the way you talk to yourself. Basically, it's intense, and to me it's about making mistakes and how hard it is to stay human. (NANCY)

RED VELVET CAR: When I first said those words, I knew it right away that it was a phrase worth using in a song. Sue Ennis - our friend and our co-writer from way back - was in town and really needed a rescue from the Hollywood hotel where she was attending a seminar. I said, "Are you kidding me? I'd come get you in a red velvet car. I wrote it down immediately. Ann took that title and ran it. (NANCY) Nancy is like Ringo in that sense. She's always been great at coming up with cool turns of phrase that don't really need to be explained because they communicate something powerfully. Musically, I've got to give it to Ben Mink, because I wanted the song to have that R&B sensuality to it, but also something fresh, and I think together, we got it.

QUEEN CITY: That song is a real retrospective. We wanted to write about our chronology really and this dear place we came from and that I still live in - Seattle. We tried to do it by jumping into different scenes, from childhood to the grunge scene. It's about our home, and our lives. (ANN) Before we were the Emerald City, or the Jet City, we were Queen City. (NANCY)

HEY YOU: "Hey You" is about the arc of a love affair, and gratitude for what was there and maybe what is no longer there. This song took me about ten years to finish. Perhaps I was waiting for a kind of ending. But I could never get it right until I worked with Ben Mink. It reflects a sort of poetic overview of life that might hurt a lot, but it's not bitter. When I first came up with those words, I thought could it be that simple? Yes, it could. (NANCY) The song starts very romantically and ends very philosophically, and it's really quite heartbreaking. Nancy is such an amazing lyric writer when she is left to her own devices. She really pours her heart out so beautifully. I love it. It will probably get people guessing, and I think that's how she wants it. (ANN)

WHEELS: I love that song - it was a bit of a dark horse that one. Ben had a beautiful groove for a score he was doing, and we had the bass line in our back pocket for about twenty years. (NANCY) "Wheels" came from a bass line we were working on many years ago, trying to write a song for the movie Midnight Run. We wanted to have songs that reflected all our travels - and the idea of travel - like Joni Mitchell did so well with Hejira. Ben took that idea and really ran with it. (ANN)

SAFRONIA'S MARK: Safronia was a great, great, great grandmother of ours from the Civil War era. (ANN) The song became this gypsy folk urchin song and another Seattle story. It felt like it could be one of the first songs we wrote for Dreamboat Annie. Even at this distinguished age, there was so much enthusiasm, like the first time we had the chance to write songs. It felt completely honest, and had no shred of any specific time. (NANCY)

DEATH VALLEY: It's one of those American pioneer images, but it's a lyric that came straight out of a text from Ann - and that word "text" is even in the song. It's not a word you hear in a lot of rock songs, even now. I had the theme guitar part, and somehow it added up to make the song so visual. And it takes you inside the experience of when things get so bleak on the road, and you are just scraping to get there. (NANCY) It's meant to show both in the music and lyrics the dreamlike desolation of a bad trip - that sense you can get of feeling marooned on the road. It's a large metaphor for life really, and the strange places we all go.

SUNFLOWER: It's funny because when I first heard "Hey You" there were a few lines I thought I heard myself in. I privately, secretly thought she'd written a song about me. Then I found out it was definitely about someone else. So I told Nancy, and she then wrote "Sunflower" to try and write a song about me as a birthday gift. She said, "Here you go, here's your present." And I still get tight in the throat when I hear this song. (ANN)

SAND: This song would not go away until it found its perfect home. We recorded "Sand" with the Lovemongers, and kept playing it in different rooms until it found its rightful place. Ben Mink heard us play it live and said, "Wow, that's such a great song, why don't we do it?" It's a tough one to get through because it sums up the arc of a love affair, or the arc of a life or the end of a season. It's a simple concept big enough to imprint heavily in your life - the idea that time runs out. (NANCY) Now "Sand" has finally claimed its power and its place. Some songs stay with you, and continue to live and that's when you know you really have something.