In the band's estimation, this was Stinging Rain's best career recording. It was recorded over several weeks in the third floor of a building on Broad Street in downtown Grove City, PA in 1993.

Paul Fry: "This was definitely the most fun CD we recorded. We helped producer Dave Brown purchase a DAT recorder instead of sinking our budget into studio time -- they were really new at the time. So we were really relaxed and weren't watching the clock. We were much more pleased with the results as well as the process.

The 'third floor' that our friend kindly let us use was atmosphericly great too. I guess there had been a fire at one time -- there were lots of our pieces of wallpaper hanging from the ceiling and the walls. I wish we had taken more photos; there's one on the inside cover of the CD."

Liner notes:
Stinging Rain is:
Nathan Depew: vocals, electric and acoustic guitars, harmonica
Paul Fry: bass, backing vocals
Brett Kendall: keyboards, acoustic guitar, backing vocals
Jon Phillips: drums

Additional musicians:
Dave Brown: keyboards and guitars
Julie Depew: vocals on "Nothing Ever Changes"

Produced by Dave Brown and Nathan Depew
Recorded at the Third Floor in Grove City, PA. "Via Dolorosa" was recorded at Crawford Auditorium, Grove City, PA
Engineered by Dave Brown
Mixed by Dave Brown
Mastered by Benny Quinn at Masterworks, Nashville, TN
Third Floor Photograph by Julie Depew

Lyrics by Nathan Depew
Music by Nathan Depew, Paul Fry, Jon Phillips and Brett Kendall

Thanks to: Dave Brown for your invaluable insights and musical vision, Julie Depew, Dan Armour, Paul Puleo, Charles and Joan Fry, George and Gisela Goetz, Steve Kendall, Heidi Henthorn, Chris and Joanna Ithen, Don Shaw and the crew at IPS Printers, Matthew Depew, Jim Mobile, Ralph and Margie Snyder, David Sedelmeier, Bree Freeman, John Surrena, the Borges's, Tom and Martha Armour and our Families.