After the skeletal acoustic performances of Little, Vic Chesnutt and producer Michael Stipe went about gently expanding his sound with wife Tina Chesnutt on bass, Jeffrey Richards on drums, and Chesnutt's teenage nieces adding strings. Chesnutt's lyricism is rich and poignant, while his sense of melody brings out the sentiments with great empathy. Many of his most-loved songs are here, from the quick-witted "Bug" and the upbeat "Steve Willoughby" to the dark and tortured "Withering" and "Florida," where he pays tribute to a friend who had killed himself. (Chesnutt's own life would later end by his own hand.) His existential anxieties are clearly expressed on "Stupid Preoccupations" and "Panic Pure." The performances are transcendent. His physical limitations—Chesnutt was a quadriplegic with minimal movement in his extremities—inspired him to write simple, halting melodies that were ingrained deeper by a vocal style that wrapped itself around words, emphasizing quirks and holding long vowel sounds. This bonus version includes the poignant "Flying" and the disturbing "Dying Young" among its generous outtakes.