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Minutemen vocalist/guitarist D. Boon felt bassist Mike Watt's original lyrics for this piece were "too spacey". Watt, who also contributes lead vocals, agreed to rewrite the song, adding: "There ain't nothing going to be more real." He found a new set of lyrics: a note from a friend's landlady about a shower.

The title refers to the fact that Boon isn't actually present on this track. The guitar underlying the lyrics and the subsequent -esque improvisations is provided by three guest guitarists from among the band's contemporaries: Joe Baiza from Saccharine Trust, and friends Dirk Vandenberg and John Rocknowski, both of whom would later contribute to Watt's post-Minutemen project fIREHOSE.

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