El Oso

The album's style takes heavy inspiration from the electronic music style drum and bass, which followed after the band toured with supporting DJs Krust and Die prior to the album's conceptualization; drum and bass DJ and producer Optical was enlisted to co-produce the album. Artist Jim Woodring (Frank) drew the cartoon "monkey-bear" on the disc's cover. The chorus of the song "$300" is a sample of a Chris Rock joke; singer Mike Doughty heard the joke which is backmasked on Rock's live standup album Roll with the New. Curious, Doughty recorded it into his ASR-10 sampler with the intention of simply reversing it and seeing what the joke was, and wrote the song around what he found there.

The album contains their biggest hit single, "Circles". Cartoon Network aired a music video in which a Flintstones cartoon was synched to the song as part of their Groovies interstitial. The music video features Fred, Barney and other Hanna-Barbera characters walking in front of the same repeating background, with subtitles showing existential dialogue. The video for the song "Rolling" was also produced, which was synced with a scene from a Betty Boop cartoon. The song was used in the 2004 remake of Walking Tall. "$300" was used in the House episode "The Softer Side" in 2009.

All music by Soul Coughing. All lyrics written by Mike Doughty unless otherwise noted.

1. "Rolling", 3:36
2. "Misinformed", 3:25
3. "Circles", 3:07
4. "Blame", 5:01
5. "St. Louise Is Listening", 4:29
6. "Maybe I'll Come Down", 4:32
7. "Houston", 4:04
8. "$300", 3:08
9. "Fully Retractable", 3:26
10. "Monster Man", 4:16
11. "Pensacola" (Doughty/Ava Chin), 4:16
12. "I Miss the Girl", 4:03
13. "So Far I Have Not Found the Science", 2:53
14. "The Incumbent" (Doughty/Mark De Gil Antoni), 6:46
15. "212" (Japanese release bonus track)
16. "Rare Star Ball" (Japanese release bonus track)

Soul Coughing

• Mike Doughty (billed as "M. Doughty"), vocals, guitar, songwriting, keyboards, programming
• Sebastian Steinberg, bass, upright bass, backing vocals, keyboards, programming
• Mark de Gli Antoni, keyboards, programming, Pro Tools editing, songwriting (14)
• Yuval Gabay, drums, keyboards, programming

Other personnel

• Tchad Blake - producer, mixing, keyboards, programming
• Pat Dillett - producer, mixing, keyboards, programming, overdubs (2)
• Optical - producer, mixing, keyboards, programming (1, 4)
• Ryoji Hata (2, 9, 13, 14), Husky Huskolds (1 to 3, 5 to 7, 8, 10 to 13) - assistant engineering
• Ava Chin - songwriting (10)
• Jim Woodring - cover illustrations
• John Cutcliffe - management
• Bob Ludwig - mastering
• Snorri Bros. - photography
• STAIN - art Direction, design