An early version of "Red Apples" first appeared on Callahan's first EP Floating in 1991, and was later covered by Chan Marshall for her album The Covers Record.
Several songs on the album have been used in films, including ""I Found a Reason" (Saving Face, Dandelion and V for Vendetta) and "Sea of Love" (Juno).
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In order to take attention away from herself, she projected the 1928 French silent film The Passion of Joan of Arc behind her onstage.
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The album consists almost entirely of cover songs, along with a new version of Marshall's song "In this Hole," which initially appeared on Cat Power's 1996 album, What Would the Community Think.
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