ARTIST: Rusty Anderson - vocals, electric & acoustic guitar, bass, pedal steel guitar, vibes, fake strings, fake drums, tambourine, hammered dulcimer, key fx, organ, autoharp, reggae bass. Rusty about album cover: "Basically it sort of started at a restaurant. You know how you have that paper and you're hanging out with crayons and stuff. I was sort of scribbling out this thing. I was waiting by myself. I sort of sketched the cover and I thought that's kind of interesting. It was slightly different in the sketch. I just kept it for some reason and then I ran across it one day. And I thought that would make a cool cover and I thought the phrase "Undressing Underwater" went along with it well. Basically, to me, the record has a lot to do with love and demons and inner turmoil and dreams and that kind of stuff. Water is something that is associated with, especially in dreams, with sex and the sexual world. I just sort of liked the image of undressing underwater because it's like this crazy task that I think we have in life. We have these crazy tasks that are hard. I've never really tried to really undress underwater, but I should try it sometime. It's like a lot of work and I just liked the symbolism of all of it together with the fish out of water, the human in water and undressing - a collection of contradictions and paradoxes".

Hurt Myself (Anderson)

Produced by David Kahne. Mixed by Greg Collins. Engineered by Clif Norell, David Kahne, Rusty Anderson. Paul McCartney: bass, backing vocals, addl. electric guitar. Abe Laboriel Jr.: drums. David Kahne: keyboards, programmed drums. Probin Gregory: flugelhorn. Brian Ray: addl. acoustic guitar. Paul Wickens: addl. keyboards. Go To Bed Baby Music ASCAP.

"I can tell that it was obviously a lot of fun recording. It was great just hanging out in the studio with the band. It was quite a trippy feeling to be singing and Paul sitting down playing bass. It was too weird. It was fantastic. Paul made some really cool contributions as far as singing background, playing bass, playing a little guitar riff. There was one section; we were calling the "Rescue Section." That's what he called it because the song wasn't really developed when I went to record it. In fact, that's one that I ended up rewriting some of the chords, melody, and lyrics after it was recorded. There was a section sort of like the second solo with a flugelhorn in it. Paul called me up the next day and said, "Wow, I have an idea for that one section. What if you put something unexpected like a trumpet or a French horn or something like that in there?" I said, "That's a great idea." So I called my friend Probin (Gregory) who plays with Brian Wilson. He played flugelhorn on it. We actually brought four different horns and we tried them and thought that was best sounding one for this bit".

Coming Down To Earth (Anderson)

Produced by Rusty Anderson & Parthenon Huxley. Mixed by David Kahne. Engineered by Bob Wartenbee, Rusty Anderson, Evan Frankford. Abe Laboriel Jr.: drums. Parthenon Huxley: backing vocals, addl. guitar. Wayne Rodrigues: programmed drums. Go To Bed Baby Music ASCAP.

"That song is basically about just what you would think. Dealing with changes in life and accepting new realities. That one actually has been around awhile. I guess it is sort of Gershwin influenced. Gershwin is one of my favorites. Debussy and Gershwin. They're probably my two favorites in the classical world. I don't have much to say about that one".

Damaged Goods (Anderson, Plagens)

Produced by Rusty Anderson. Mixed by Evan Frankford. Engineered by Rusty Anderson. Abe Baruck: drums. Jim Cushinery: harmony vocals. Luis Conte: percussion. Go To Bed Baby Music ASCAP.

"That was co-written with my friend Paul Plagens. That is sort of about being in a relationship and finally have the situation that you kind of hoped and dreamed for, yet you find that you are actually the one that's keeping it from moving forward and blossoming. The shock, sadness, and reality of that realization. That started off being written around the intro riff. It does have drums, I think I started off with the drum track and I think I played a scratch electric guitar and just worked with the drummer trying to get it. Getting the feel took awhile because it's so mellow and has a very specific emotional feel. I knew exactly what I wanted. It was really clear to me, but trying to get a drummer to do it sometimes is a little tougher. So, we worked awhile but I thought Abe Baruck did a great job. Abe Laborial played on a couple tracks on the record and Abe Baruck did too. He was a drummer that I worked with briefly in a band. That was also a band that I had Paul Plagens before I started working with Paul McCartney. I just started building, playing some bass and trying some things out. I had an acoustic guitar in there but I didn't like it. I wanted more the way the vibe sound is very rich and round. It's also fun because I've been playing it live with the band. We're starting to do some gigs. The song works well on guitar. I get that kind of warm, soft texture with the guitar. I really enjoy that, also imitating different instruments with the guitar. It pushes you in different directions than just strumming out some sort of punk rock thing, which is cool. I love punk rock, but by itself it kind of bores me guitar-wise. I like all the textures that are available with guitar and the acoustic guitar, but especially the guitar is such a versatile instrument. That's the fun of it for me".

Electric Trains (Anderson, Huxley)

Produced by Rusty Anderson & Parthenon Huxley. Mixed by CJ Devilliar. Engineered by Randy Wine, Bob Wartenbee, Rusty Anderson. Gorden Townsend: drums. Parthenon Huxley: backing vocals. John Krovoza: cello. Ted Falcon: violin. Wayne Rodrigues: programmed drums. Go To Bed Baby Music ASCAP/Parthenon Huxley Music BMi.

"That one's interesting because that was rewritten. I had the song basically written and then I changed it. Then my friend Parthenon, who was a co-producer on that, helped me finish it up writing-wise. In that process I was thinking really what the song meant to me and realized that it was really about my brother who died when I was five and he was 19. I never really realized that (who the album is dedicated to) and it was interesting to see that. Just the way the song unfolds in writing it. Writing a song can happen in so many different ways. I'm sure, if you talk to all these different writers they'll tell you, "I wrote this one this way and that one that way." Sometimes the lyrics first, sometimes the music first. That was a lot of fun recording, ending up putting some real strings at the end. That was a gas. The gizmos and Pro Tools and all that, there are a lot of ways to do that (to distort voice at the beginning). Actually my favorite way to do that, which I didn't do there, but there are all different textures, is to run the voice through an amp. Because I'm so used to dialing in guitar amps. I've been doing that for so long that it's kind of fun to run it through a physical amp and then you have Amp Farm, which is cool but it doesn't have quite the same texture to it. And there's filters. I'll use all these different things depending on what the part is. I want it always to sound the same. So, it's nice to use different techniques".

Sentimental Chaos (Anderson, Huxley)

Produced by Rusty Anderson. Mixed by Greg Collins. Engineered by Paul Dugre, Randy Wine, Rusty Anderson. Abe Baruck: drums. Parthenon Huxley: backing vocals. Go To Bed Baby Music ASCAP/Parthenon Huxley Music BMi.

"That's the most recently written song. That's definitely about facing one's demons head on. I don't know what else to say about that one. Actually, that one started out as a jam and I liked it, but I couldn't really think of any lyrics that went over it very well. It has an angular musical tonality, the way the chords change I really liked. They sort of modulated. It wasn't really easy to come up with melody lines against it. Then all of sudden I had an emotional breakthrough about what the song should be about and then the melodies started coming quicker. That was another one I worked on with Parthenon".

Ol' Sparky (Anderson, Huxley)

Produced by Rusty Anderson & Parthenon Huxley. Mixed by Randy Wine. Engineered by Randy Wine, Bob Wartenbee. Gordon Townsend: drums. Lenny Castro: percussion. Parthenon Huxley: backing vocals. Go To Bed Baby Music ASCAP/Parthenon Huxley Music BMi.

"That one was actually written about the experience with Ednaswap. Driving around in a little van, that band had a lot of talent in it. It was a good band, but a lot of friction. I think there were a lot of moments during that time on tour around the country and locked in a little van. Everybody is in their own bodies but you've got your shell. Sometimes we were real tight and having fun and sometimes we were arguing. You don't have the luxury of being with Paul, where we have charter planes riding around. In hotel rooms, we would be sleeping three to a room. I think "Old Sparky" is about maintaining your own happiness and not relying on other people to keep you sane".

Ishmael (Anderson, Plagens, Cushinery)

Produced by Rusty Anderson & Mudrock. Mixed by Evan Franford. Engineered by Mudrock, Rusty Anderson. Scot Coogan: drums. Paul Bushnell: bass. Parthenon Huxley: backing vocals. Go To Bed Baby Music ASCAP/Rodan Music BMi.

"A book called Ishmael was the inspiration. I think Daniel Quinn was the writer. I thought it was a fantastic book. The song to me sort of encapsulates what the book's about. I recommend that people read it".

Devil's Spaceship (Anderson, Huxley, Plagens)

Produced by Rusty Anderson. Mixed by CJ Devilliar. Engineered by Bob Wartenbee, Rusty Anderson, CJ Devilliar. Scot Coogan: drums. Paul Bushnell: bass. Karl Brown: piano. Parthenon Huxley: backing vocals. Go To Bed Baby Music ASCAP/Parthenon Huxley Music BMi.

"That's about dating hell, I guess. I'm sure we've all been through that once upon another. That's what that's about. About all the strange head spaces one can go through. I enjoyed that one because it has the rock riffy side of playing guitar. It's always fun to play riffs".

Catbox Beach (Anderson)

Produced by Rusty Anderson. Mixed by Greg Collins. Engineered by Randy Wine, Rusty Anderson. Stewart Copeland: drums. Brian Ray: bass. Nicky P: reggae guitar bends. Go To Bed Baby Music ASCAP.

"That one I've had around for a bit. But I rewrote it and I thought it would be perfect for Stu to play on because I had talked to him about playing on a track. I just always loved the way he played those kinds of feels. We added the reggae section because I thought it would be a shame to not have Stu play some reggae. That's how that middle section came about. That was also a change from the demo I did of that. It was really great working with him because it's so cool the way he plays so musically. When he's playing you can see the look on his face, like the very last second he'll go for some fill-in or some concept. He's very impulsive. That was really a treat. The way he plays, every bar is a little different, has a different musical influence within each bar. It's really cool. He's a great drummer. I played in band with him actually a while ago called Animal Logic. I got to know how great of a drummer he was, but I had sort of forgotten. So, when I started writing it, it was a classical piece. Bach or something to apply to rock. Then I said, "Wait a minute, this sounds more like a surf song." So, I let it be what it wanted to be".

Everybody Deserves an A in This Country (Anderson)

Produced by Rusty Anderson. Mixed by CJ Devilliar. Engineered by Rusty Anderson, Gene Nash. Dusty Rocherolle: drums. Karl Brown: backing vocals. Go To Bed Baby Music ASCAP.

"That was this thing some friends and I have done a few times. Having a peyote ceremony but with mushrooms. I'm not a big drug guy but I always enjoy the places that one's mind will go with mushrooms. That's influenced by that".

Mastered by: Louie Teran at Marcussen Mastering. Recorded at: Oxide Studio, except Hurt Myself recorded at Sunset Sound, Oxide & Valhalla Studios; Catbox Beach recorded at Henson & Oxide Studios. Cover art: Chad Robertson. Cover concept: Rusty Anderson, Ofer Moses, Chad Robertson. Photos: Ralf Strathmann, Laura Anne. Design: Gregg Bernstein & Anna Kalinka.