1 wordless chorus SO MUCH GOIN ON THESE DAYS - FORGET ABOUT INSTINCT - IT’S NOT WHAT PAYS.

PLEASURE - UP AND DOWN MY SMILE:1. A CARTON OF EGGS THINK. 2. IT’S ALL WORTHWHILE.

TELL ME SPIRIT - WHAT HAS NOT BEEN DONE? I’LL RUSH OUT AND DO IT. OR ARE WE DOIN IT NOW?WORDLESSCHORUS.

FISSURE IS THE THRILL OF THE DAY - FORGET ABOUT FEELING - THAT’S NOT WHAT PAYS.BUT YOU KNOW - ALL OF THIS CAN CHANGE. REMEMBER THE PROMISE AS A KID YOU MADE.

WORDLESSCHORUS.WE ARE THE INNOVATORS. THEY ARE THE IMITATORS.

COME ON - HEY DON’T YOU KNOW HOW WE STARTED...WE FORGOT ABOUT LOVE - BUT WEREN’T BROKENHEARTED.

WORDLESSCHORUS.

2 it beats 4 UWHO COULD SEE AND NOT BELIEVE? THE HEART THAT BEATS THE WAVELENGTH.

AND WHO COULD SAY BUT NEVER DO. THINGS THEY’VE SAID TO SOMEONE WHOTHRU ALL THAT’S BEEN AND ALL WILL BE - SO IN LINE SO THOUGHFULLY(LESSLY)

IN TUNE WITH YOU. SO IN TIME FOR ME. NEW THOUGHTS ARRIVE. SO IN TIME FOR ME.WHO CAN COUNT THE TIME I’M BEATIN... WITH MY HANDS?WHO CAN STOP THE SMOKE FROM BREATHIN... IN MY HEAD?

WORDS WILL COME AND WORDS WILL GO. MAKE BELIEVE AND OVERTHROW.JUST BELIEVE AND YOU CAN DO.

YOU KNOW MY HEART - IT BEATS FOR YOU.IT BEATS4U - SO IN TIME WE BEAT. YOUR THOUGHTS ALIGN - SO IN TIME WITH ME.

3 gideonGIDEON. WHAT HAVE YOU TOLD US AT ALL?

MAKE A SOUND, COME DOWN OFF THE WALL.RELIGION - SHOULD APPEAL TO THE HEARTS OF THE YOUNG.

WHO ARE YOU? WHAT HAVE YOU BECOME?YOU ANIMAL. COME ON.

WHAT DOES THIS REMIND YOU OF?TRULY. TRULY WE HAVE BECOME. HATED AND FEARED FOR SOMETHING WE DON’T WANT.

LISTEN. LISTEN. MOST OF US BELIEVE THAT THIS IS WRONG.YOU ANIMAL. COME ON. WHAT DOES THIS REMIND YOU OF?

ANIMAL. COME ON. WHAT DOES THIS REMIND YOU OF? ANIMAL. COME ON.

4 what a wonderful manHE WAS LEADING US THRU THE DARK. HE WAS SAYIN THAT “LOVE GOES ON.”

I WAS WANTING SOME “ICE CREAM.” HE KNEW EXACTLY WHAT I MEANT.FROM THE DRIVER’S SEAT IN THE DARK. HE POPPED A TAPE IN THE DASH OF HIS CAR.AND WHEN THE SINGER STARTED TO SCREAM. I KNEW EXACTLY WHAT HE MEANT.

I NEVER KNEW FOR SURE - WHAT A WONDERFUL MAN HE WAS.WHAT A SENSIBLE MAN HE WAS. WHAT A MARVELOUS MAN HE WAS.

WHY DO WE LOVE WHAT IS WRONG? BIG DEVIL TOLD US TO SING ALONG.AND LIKE A LOVING FLOCK WE OBEY - EXCEPT 4 HIM - HE WENT HIS OWN WAY.

I NEVER KNEW FOR SURE - WHAT A WONDERFUL MAN HE WAS.TILL THE DAY I FOUND OUT HIS CAUSE - WAS TO DO IT FOR ALL OF US.

5 off the recordSORRY BOUT THE THINGS THAT I HAD TO SAY -

AND I’LL MAKE IT UP TO YOU RIGHT NOW AT THE PENNY ARCADE.IN AN OPEN CAR OR WHEREVER YOU ARE - PUSH YOURSELF TOO HARD AND IT MIGHT GET HOT.

WELL I REALLY DON’T NEED THE CONFUSION - AND YOU KNOW I JUST AIN’T THE TYPETO GET ALL WRAPPED UP IN THE ILLUSION OF DOIN SOMETHING

THAT I KNOW AIN’T RIGHT - RIGHT RIGHT???YOU’VE GOT TO WANT TO RE-ARRANGE AND KEEP IT OFF THE RECORD. OFF THE RECORD.

YOU’VE GOT TO KNOW THAT WE WILL CHANGE AND KEEP IT OFF THE RECORD. OFF THE RECORD.IN A CROWDED ROOM NEAR THE BOX OF BOOM, TO AN ARTIFICIAL TUNE, I SEE YOU SWOON.

WELL YOU KNEW ALL THIS WOULD TURN TO MIST IF YOUR IDEA WASN’T KISSED - WHY’RE YOU SO PISSED?WELL I KNOW YOU DON’T NEED THE CONFUSION AND I KNOW YOU JUST AIN’T THE TYPE

TO GET ALL WRAPPED UP IN THE ILLUSION OF DOIN SOMETHING THAT YOU KNOW AIN’T RIGHT -RIGHT RIGHT??? RIGHT RIGHT?? RIGHT RIGHT??? RIGHT RIGHT RIGHT???

YOU’VE GOT TO WANT TO REARRANGE AND KEEP IT OFF THE RECORD. OFF THE RECORD.YOU’VE GOT TO KNOW THAT WE ARE STRANGE AND KEEP IT OFF THE RECORD. OFF THE RECORD.

YOU’VE GOT TO KNOW THAT WE WILL CHANGE AND KEEP IT OFF THE RECORD.OFF THE RECORD COME ON.

6 into the woodsA KITTEN ON FIRE. A BABY IN A BLENDER. BOTH SOUND AS SWEET AS A NIGHT OF SURRENDER.

I KNOW IT AIN’T EASY - BUT YOU DO WHAT YOU CAN. IF YOUR LIVIN GETS WEEZY - YOU CAN FOLLOW THIS PLAN:

PUT IN MORE THAN YOU COULD EVER GET OUT. I’M TIRED OF THE TALKING - I KNOW WHAT YOU’RE ABOUT.

NOW OPEN YOUR MOUTH - HERE COMES THE SPOON. YOU’RE GONNA EAT WHAT I GIVE YA -AND YOU’RE GONNA LIKE IT REAL GOOD.

1.A RIDDLE: I WENT OVER THE RIVER - AND INTO THE WOODS - WHERE DID I GO?WHERE A WOOD BURING STREAM FLOWS UP THRU THE TREES -

LIKE THE SOUL OF THE HOTTEST KIND OF LOVER I’VE EVER SEEN: “E”ONE WHO LIVES TO CHOOSE ANOTHER FOOL’S DREAM.

A GOOD SHOWERHEAD AND MY RIGHT HAND - THE TWO BEST LOVERS THAT I EVER HAD.NOW IF YOU FIND YOU AGREE WITH WHAT I JUST SAID, YOU’D BETTER FIND A NEW LOVE

AND LET ‘EM INTO YOUR HEAD.

7 anytimeIS THIS “CLIMBING UP TO THE MOON?”

OR IS IT BAILING OUT TOO SOON?I HOPE WE DIDN’T WAIT TOO LONG.

ALL THAT I WANTED TO SAY - WORDS ONLY GOT IN THE WAY.BUT THEN I FOUND ANOTHER WAY TO COMMUNICATE.

IS THIS “CLIMBING UP TO THE MOON?”OR IS IT FADIN OUT TOO SOON??

I KNOW WE DIDN’T, I KNOW WE DIDN’T WAIT TOO LONG -CAUSE ANYTIME’S A GOOD TIME TO MOVE ON.

THINGS I COULD SAY TO MYSELF - I COULD NEVER SAY TO ANYONE ELSE.BUT WHAT MADONNA SAID REALLY HELPED -

SHE SAID: “BOY - YOU BETTER LEARN TO EXPRESS YOURSELF!”I KNOW WE DIDN’T, I KNOW WE DIDN’T WAIT TOO LONG.

CAUSE ANYTIME’S A GOOD TIME TO MOVE ON.

8 lay lowLAY LOW WHY DON’T YA NOW? LAY BACK AWHILE AND I’LL SHOW YA -

I GOT THE GOOD THAT YOU WANT NO NEED TO GO AND - HUNT SOMETHING ELSE - IT’S RIGHT HERE WITH ME - WHEN YOU STAY.

IT’S ALWAYS GOOD WHEN I GET TO SEE THAT THERE’S NEVER MORE THAN WHAT YOU’RE TELLING ME WHEN YOU STAY - HOME.

LAY LOW IF THE FEEL IS RIGHT - (LET THE FETUS ROCK) I GOT ALL THAT I WANT HERE IN YOU TONITEAND WE’LL PASS OUT ON THE BEDROOM FLOOR AFTER GOIN LIKE THIS(FULL TILT) SO LONG.

HOLD UP - YOU SHOWED ME. OH WHAT YOU TOLD ME - IT’S NOT WHAT YOU WANT BUT WHATYOU NEED IT’S NOT A HEAD FULL OF BOOZE(PILLS) OR AMPHETAMINES - WHEN YOU STAY.

IT’S ALWAYS GOOD WHEN I GET TO SEE THAT THERE’S NEVER MORE THAN WHAT YOU’RE TELLING ME WHEN YOU STAY - HOME.

9 knot comes looseB.B.B.B. CAN’T YOU SEE THAT I’M SMILING??? CAN’T YOU SEE - THERE’S A PART OF ME THAT’SBRAND NEW?? USED TO BE - WAS A PART OF ME FELT LIKE HIDIN - BUT NOW IT COMES THRU!

DEEP IN MY HEART - THAT’S WHERE THE KNOT COMES LOOSE.DEEEP IN MY HEART - I WILL REMEMBER YOU.

ALL MY LOVELY LIFE I BEEN WAITIN - HOT HEELS ANTICIPATIN.ANOTHER LOVE I FOUND NOT TO LET IT DOWN.

DEEP IN MY HEART - THAT’S WHERE THE KNOT COMES LOOSE.DEEP IN MY HEART - I WILL REMEMBER YOU.

10 dondanteIN A DREAM I SAW YOU WALKIN - LIKE A KID ALIVE AND TALKING - THAT WAS YOU.

IN THE CLASSROOM YOU WERE TEACHIN - ON THE STREETS YOU WERE POLICING THAT WAS YOU.TO THE ONE I NOW KNOW MOST - I WILL TELL THEM OF YOUR GHOST LIKE A THING -

THAT NEVER, EVER WAS.AND ALL THAT EVER MATTERED WILL SOME DAY TURN BACK TO BATTER LIKE A JOKE.

BEHIND THIN WALLS YOU HID YOUR FEELINS - TAKES FOUR LEGS TO MAKE A CEILIN LIKE A THING.IN A DREAM I SAW YOU WALKIN, WITH YOUR FRIENDS ALIVE AND TALKING-THAT WAS YOU.

WELL I SAW IT IN YOUR MOVEMENT - AND EVEN THOUGH YOU NEVER KNEW IT -WELL, I KNEW, JUST HOW SWEET IT COULD BE - IF YOU’D NEVER LEFT THESE STREETS.

YOU HAD ME WORRIED! SO WORRIED - THAT THIS WOULD LAST...BUT NOW I’M LEARNING - LEARNING THAT THIS WILL PASS...

11 HOW COULD I KNOW

MY MORNING JACKET IS:JIM JAMES • TWO TONE TOMMY • PATRICK HALLAHAN • CARL BROEMEL • BO KOSTER

(CAP’N GOODIES • TODD • PHYLLIS PHILSOM • KYLE BRAMBLE • BART KOOSLER - RESPECTIVELY)

PRODUCED AND MIXED BY JOHN LECKIE AND JIM JAMES

ALL SONGS WRITTEN BY JIM JAMES, EXCEPT INSTRUMENTAL END OF OFF THE RECORD BY JAMES/TWO TONE/HALLAHAN.

PRODUCED AND MIXED BY JOHN LECKIE AND JIM JAMES (CAP'N GOODIES). MASTERED BY STEPHEN MARCUSSEN.

PERSONNEL: MR. ANDREW BIRD: STRINGS AND WHISTLES ON GIDEON, INTO THE WOODS, AND IT BEATS 4 U.

MR. M. WARD: ACOUSTIC GEETAR AND PART OF THE "N2 THA WOODZ MEN'S CHOIR" ON INTO THE WOODS.

M. WARD APPEARS COURTESY OF MERGE RECORDS.

VALUABLE ASSISTANTS: MATTHEW CULLEN, SCOTT SEROTA, HARVEY SORGEN AND ALL THE FINE FOLKS AT ALLAIRE.

KEVIN DEAN AND ALL THE FINE FOLKS AT SUNSET.

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SCOTT CLAYTON AT CAA.

GRAPHIC DESIGN BY DANNY CASH.

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"GRASSHOPPERS" AND "CHILDRENS STYLE DRAWINGS" - NICOLAI DENCHEV

"Z- BUILDING" - GUY BURWEL. "Z-SHINING" - MIKE FULKERSON.

"Z-BEACHSCAPE" - KATIE BEACH. "Z-FANNED BY MERMAIDS" - BRANDON JONES.

BAND PHOTO BY DANNY CLINCH.

MANAGEMENT: A FEIN MARTINI. LEGAL: TED HARRIS. A&R: STEVE RALBOVSKY. PUBLISHING: CHRYSALIS MUSIC O/B/O

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WE VALUE YOUR SUPPORT AND QUALITY.

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