Recorded at Leslie's and Tony's houses, Portland, Oregon in January and February 1995. Oregon-based Elliot Smith was a long shot underdog for commercial success. A decidedly grim-natured whisperer, Smith is the antithesis of Oregon's celebrated grunge scene. He eschews fuzz-laden power chords and rhythmic sludge for stark acoustics and hushed intensity. The quiet force of this release is deceptively low key. Underneath the stark and fragile beauty, Smith seethes with steely determination. The tightly wound claustrophobia is relieved by his unerring melodic sense. The album's best songs ("Needle in the Hay," "St. Ides Heaven," and "Killing the Southern Belle") are littered with addicts, drunks, bitterness, and isolation; but Smith's tunefulness lifts the album toward a disturbing beauty.

1. Needle In The Hay
2. Christain Brothers
3. Clementine
4. Southern Belle
5. Single File
6. Coming Up Roses
7. Satellite
8. Alphabet Town
9. St Ides Heaven
10. Good To Go
11. The White Lady Loves You More
12. The Biggest Lie