Box Car Racer was a side-project of Blink-182 members Tom DeLonge and Travis Barker, with David Kennedy completing the band's studio lineup; a bassist and friend of Barker, Anthony Celestino, toured with the band throughout late 2002. The record was the only studio effort the trio produced together, and was recorded over the course of six weeks in late 2001.

Tracklist

A1 I Feel So
A2 All Systems Go
A3 Watch The World
A4 Tiny Voices
A5 Cat Like Thief
B1 And I
B2 Letters To God
B3 My First Punk Song
B4 Sorrow
B5 There Is
B6 The End With You
B7 Elevator
B8 Instrumental