A tribute to the late Elliott Smith featuring indie-rock notables including The Decemberists, Helio Sequence, The Thermals, Swords, Dolorean, Amelia and Sean Croghan. Hard Times, the song chosen by Croghan, a close friend and former roommate of Smith's, is previously unreleased. Many of these artists knew Elliott personally, and played with Elliott at various times. The album features liner notes from those who knew and loved Elliott Smith. It was mastered by Tony Lash, Elliott’s former Heatmiser bandmate.