In 1986, while Mark Sandman was still touring with his first major label band, Treat Her Right, and before he convened the now-mythical Morphine, he assembled what is often referred to as his "secret band." Hypnosonics remained a favorite side project, and performed for the last time two weeks before Sandman's death in 1999. Playing guitar and organ as well as singing, Mark was joined by members of the large jazz ensemble Either/Orchestra for the funkiest excursions of his diverse career. An edition of the band which included future founding drummer of Morphine, Jerome Deupree, and future bassist/leader of Club d'Elf, Mike Rivard, recorded five songs at Q Division Studio in Boston in 1989. Also included are four more tracks by the 1996 edition of the group featuring original drummer Jay Hilt along with Morphine's Dana Colley, trumpeter Tom Halter, and saxman Russ Gershon.