"This record will give people a peak into the kind of things that influence us musically," explains Buzz Osborne. "We REALLY like all of these songs along with the bands who actually wrote this stuff because first and foremost we are HUGE music fans."

In a decidedly Melvins approach to a covers album, the band not only selected a unique assortment of songs to cover, ranging from Roxy Music's "In Every Dream Home A Heartache" to Queen's "Best Friend," they also enlisted several friends to take part including Mudhoney's Mark Arm joining them for The Scientists' "Set It On Fire" and Neurosis' Scott Kelly pitching in on a cover of Venom's "Warhead."

While the release is billed as a proper Melvins' album (featuring the line-up of Osborne, Dale Crover, Jared Warren and Coady Willis), there are a handful of songs recorded as the Melvins Lite incarnation of the band (Osborne, Crover and Trevor Dunn): "Female Trouble" (Divine a.k.a. John Waters), "Timothy Leary Lives" (Pop-O-Pies) and "Romance By Tales of Terror" (Tales of Terror).

The complete track listing with original artist and guest player notation:
1. Warhead (Venom; Guest: Scott Kelly of Neurosis)
2. Best Friend (Queen; Guest: Caleb Benjamin of Tweak Bird)
3. Black Betty (Original artist unknown)
4. Set It On Fire (The Scientists; Guest: Mark Arm)
5. Station To Station (David Bowie; Guest: JG Thirlwell)
6. Attitude (The Kinks: Guest: Clem Burke of Blondie)
7. Female Trouble (Divine a.k.a. John Waters)
8. Carpe Diem (The Fugs)
9. Timothy Leary Lives (Pop-O-Pies)
10. In Every Dream Home A Heartache (Roxy Music; Guests: Jello Biafra and Kevin Rutmanis)
11. Romance (Tales of Terror)
12. Art School (The Jam; Guest: Tom Hazelmeyer)
13. Heathen Earth (Throbbing Gristle)

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