On this self produced album, Penn is joined by many long time collaborators, including Patrick Warren (keyboards), Aimee Mann (background vocals and bass) and former member of L.A. cult band, The Grays, Buddy Judge (harmony vocals). In addition to Mr.Hollywood Jr., 1947, Penn's albums include March (1989) featuring the hit "No Myth", Free For All (1992),Resigned (1997) and MP4: Days Since I Lost Time Accident (2000). Penn has also scored several film scores including Paul Thomas Anderson's "Hard Eight" and "Boogie Nights", Allan Cummings' and Jennifer Jason Leigh's "The Anniversary Party", Bob Odenkirk's "Melvin Goes To Dinner" and theforthcoming documentary "The Comedians Of Comedy". In addition to his own music, Penn has worked as a producer for other artists, including The Wallflowers, Aimee Mann and Liz Phair.