In February 2001 New York performer/comic book artist Jeffrey Lewis was living in Austin, Texas for a few months and then-Moldy Peach Kimya Dawson came to visit him. During that visitation week they made up five songs with Jeffrey on guitar and Kimya on keyboards. In 2002, when Kimya had launched her solo career and was touring Germany along with The Jeffrey Lewis Band, those same five songs expanded into full band songs with the addition of Jeffrey's brother/bandmate Jack Lewis on bass and Anders Griffen (known for his work with jazz great Frank Lowe and Regina Spektor) on drums.

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