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The songs in this album were recorded at Wheat's "home studio" which was appropriately called The Hiss Factory. Starting at 48 Monitor Street in 1981 and moving to 581 Morgan Avenue in 1984 the Hiss Factory produced a lot of hiss until it's closing in 1991. Note: a few of these songs are originals but have been left off the originals album due to their significant role in the hiss-tory of the Hiss Factory.

Track 01: "Can't Explain" This is a rare Phil Feminello original (at least I'm pretty certain it's an original). I believe it was the only time Phil stopped by the factory. I left in studio chatter before his performance as it shows Phil getting adjusted to the factory set up.

Track 02: "Opposites Attract" I place this Buttwhistle / Monty original after Phil's "Can't Explain" because it was recorded around the same time and, more importantly, it was inspired by and is about him.

Track 03: "Sea of Madness" A Buttwhistle interpretation of a Neil Young classic. Recorded at the 581 Morgan Hiss on the Tascam 244 porta-studio. I've always liked the distorted lead guitar.

Track 04: "Have Mercy" Buttwhistle says he got this from an early Rolling Stones LP. Also recorded at 581, it is one of his better attempts at musical arrangement.

Track 05: "All Together Now" and Track 06: "Back In The U.S.S.R." Young Paul D., with Buttwhistle backing up, takes us from Pepperland to Soviet Russia with these two early Hiss Factory Beatle covers.

Track 07: "Shady Grove" Wheatie B. delivers his version of an old folk tune learned from a Doc Watson recording. It doesn't sound anything like Doc's version.