A collection of covers mostly recorded with acoustic instruments, ranging from Nick Cave to the Carter Family. Released in late 1993. "Proudly displaying country rock's emotional battle-scars as trophies, The Walkabouts turn their attention to a bunch of covers and produce a small gem of an album which brings a lump to the throat as wave upon wave of sheer sentiment wash over you. It features guests Peter Buck (R.E.M.), Mark Lanegan (Screaming Trees) and Ivan Kraal (Patti Smith Group) layering their talents over heartfelt ballads delivered with melancholy elegance. Carla Torgerson's cracked country croon rendering Nick Cave's Loom Of The Land is perfect Southern Gothic; a passionate rendition of Patti Smith's Free Money is as ominously obsessive as any brooding torch-song and the vast, stately version of Charlie Rich's Feel Like Going Home will rip the listener's heart out." (Mojo)

"These 13 covers are divine because The Walkabouts and their collaborators - including REM´s Peter Buck and Screaming Trees Mark Lanegan - know what makes good country tick. Subsequently, songs radiate beauty and heart-reeling wholesomeness. You're left naked, and then touched raw again." (NME)