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The album was recorded at Steve and Charlene Ripley's farm-to-studio compound in northeastern Oklahoma. After Steve's passing, Charlene flirted with the idea of selling the studio property, so Fullbright mobilized quickly to ensure he was able to record there before it changed hands. He threw together a band made up of, as Fullbright calls them, 'the usual suspects.' Anyone fleetingly familiar with Oklahoma music will recognize the roster, which includes Jesse Aycock, Aaron Boehler, Paul Wilkes, Stephen Lee, and Paddy Ryan, all of whom are in more bands than seems possible. Along with a few more friends stopping in to lay down takes, they finished the songs and tracked the album with engineer Jason Weinheimer in a whirlwind four days.

Track Listing:
1. Bearden 1645 - John Fullbright
2. Paranoid Heart - John Fullbright
3. Stars - John Fullbright
4. The Liar - John Fullbright
5. Unlocked Doors - John Fullbright
6. Where We Belong - John Fullbright
7. Social Skills - John Fullbright
8. Lucky - John Fullbright
9. Blameless - John Fullbright
10. Poster Child - John Fullbright
11. Safe to Say - John Fullbright
12. Gasoline - John Fullbright

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