The U.K. indie trio Woodbine came together in 1995 when Rob Healey (guitar/keyboards) left pre-"Brimful of Asha" Cornershop behind for something more personally fulfilling. He hooked up with chanteuse Susan Dillane and guitarist Graeme Swindon to form Woodbine. Domino Records offered them a deal during their first 18 months and Woodbine prepped themselves for a debut album. Then nothing happened. By 1998, they'd saved enough money for studio time. Royal Trux's Neil Hagerty and Jennifer Herrema mixed the album and Woodbine's dreamy slowcore sound came together.

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