Disc One: 01. Angel In The Snow From the Jan/Feb 1995 sessions at Leslie Uppinghouse's home studio that yielded much of the S/T record. Elliott's mix appeared on a CD that came with Mike McGonigal's magazine, Yeti: Volume I.

02. Talking to Mary From the 1995 sessions at Leslie's. This is Elliott's rough mix as the master tape is sadly missing.

03. High Times From the 1995 sessions at Leslie's. An early working title was "Coma Kid". The "drums" are really just doubled snare (with the throw off loose) and ride cymbal.

04. New Monkey From sessions for Either/Or. The "bar" was certainly La Luna in Portland, with "the millions of fans ignoring the bands."

05. Looking Over My Shoulder From sessions for Either/Or. The title of this song is not certain.

06. Going Nowhere From sessions for Either/Or. Due to the limits of eight tracks you rarely get bass guitar on these sessions unless it is integral to the arrangement. One of the most haunting songs in this collection.

07. Riot Coming From the 1995 sessions at Leslie's. Notice the excellent melodic electric guitar part.

08. "All Cleaned Out" This song was tracked at Jackpot! Recording Studio in early 1997. The title is an assumption as there were no notes on or in the tape box.

09. First Timer Tracked at Jackpot! in early 1997. With different lyrics this song has seen life as "Ghost Writer" or "From a Poisoned Well". Elliott recorded the guitars too loud to tape in this collection, hence the occasional "chunk" noise.

10. Go By From sessions for Either/Or. Recorded to 8-track by Elliott in 1996, but then bounced to 2" tape by Rob and Tom where they added overdubs. It was obviously a contender for Either/Or at some point. Early versions of the song were known as "Bye Bye" and "Two Timed".

11. Miss Misery (early version) This song was tracked at Jackpot! in early 1997. It was later recut with lyric changes at Jackpot! and used in the film, Good Will Hunting.

12. Thirteen This Big Star/Alex Chilton song featured often in Elliott's live sets and in the Lucky Three short film by Jem Cohen. This version was recorded by Rob Jones and Elliott Smith in Elliott's Basement in April 1996 and was broadcast June 1, 1996, on Rob's Locals Show on KWVA 88.1 Eugene, OR. This was a simple live take with acoustic guitar and vocals.

Disc Two: 01. Georgia, Georgia From the 1995 sessions at Leslie's. Even though it was older, it was an early contender for the Either/Or running order.

02. Whatever (Folk Song in C) Apparently from the September 1994 sessions at Tony's. Features JJ Gonson's vintage Domino guitar that Elliott favored. Also known under the working title "Hanging Out With Me".

03. Big Decision From the 1995 sessions at Leslie's. Elliott's mix appeared on the CD compilation, A Slice of Lemon.

04. Placeholder From sessions for Either/Or. Sung so softly, but really beautiful.

05. New Disaster From sessions for Either/Or. Vocals and music are from different takes. Vocals are from the reel that provided From a Basement on the Hill with "Last Hour", but the tape reel flange scraping sound (which you can hear on "Last Hour") was even more distracting on this song. Music was from a later instrumental take, with organ and drums but no vocals. This is the only instance on this record where we combined takes in this manner.

06. Seen How Things Are Hard This song was actually recorded on a 4-track cassette. Mixed by Tom and Rob for possible inclusion of Either/Or. Also known under the working title, "Sleigh Bells".

07. Fear City From sessions for Either/Or. Also known as "See My City Dead". Check out the cool melodic organ part and Elliott's grooving drum style.

08. Either/Or From sessions for the album Either/Or. Apparently the song title was appropriated for the album title but not the song. There's also a version of this song with alternate lyrics called "No More".

09. Pretty Mary K (other version) From sessions for Either/Or. This is a completely different song than the Figure 8 track, but seems to feature different words with a parallel theme. An early version was worked up as "Everything's Okay" - note the similar phonetics.

10. Almost Over From sessions for Either/Or. Some of his fastest guitar picking in this collection.

11. See You Later

12. Half Right These are two Heatmiser songs from their third album, Mic City Sons, performed solo in this collection. From the Rob Jones' Locals Show sessions, "See You Later" was released on the Air Check cassette on Rob's label, Jealous Butcher.

Technical Note: Except for the special case of "New Disaster", where independent instrumental and vocal takes were combined, all songs are presented as tracked by Elliott, and every effort was made to check stereo placement, track levels, editing ideas, arrangement ideas and the overall feel that were present in his rough (or released) mixes. In many cases remixing was simply an attempt to make the elements of the song slightly more legible, and in other cases to reduce the background tape hiss. In no way is this album simply a product of the studio in 2006 - it is a collection of songs, any of which could have easily been included on his albums of 1995 or 1997.

Songs previously unreleased except for: "See You Later", Air Check cassette (1999,JB020/Jealous Butcher/limited to 300 copies) "Angel in the Snow" Yeti: Volume I (2000, 2500 issues printed/pressed) "Big Decision" - A Slice of Lemon (1995,KRS100/Kill Rock Stars, still in print)

When Elliott Smith died late in 2003, he took with him one of the unique songwriting gifts of his generation: part folk grandeur, part punk fury, and virtually bottomless in eight short years of solo recordings. Thankfully for that generation, and many to come, he left behind two dozen songs that his Portland, Oregon, producer and pal Larry Crane has crafted into a retrospective celebration of Smith's contribution to music. Mostly house-recorded demos plucked from the fertile three years that followed his 1994 debut Roman Candle (including an early take of "Miss Misery"), there's an eminent clarity to these songs that makes them sound like they were recorded yesterday. A lone acoustic guitar is the general accompaniment to Smith's lamenting wail, his self-deprecating lyrics forever a contrast to the sheer beauty of the melodies. "What are you doing hanging out with me?" he asks in "Whatever (Folk Song in C)," his double-tracked harmonies mocking both Simon and Garfunkel. Along with fragile versions of "Angel in the Snow," "Looking over My Shoulder," and a cover of Big Star's "Thirteen," it's as eternal as anything Smith offered when he was with us, and, as one of several shining moments, makes you forget he ever left. --Scott Holter

More from Elliott Smith

Elliott Smith	Roman Candle	Either/Or
Figure 8	XO	From a Basement on a Hill