was Apple's third album. It was finally released in 2005, six years after her previous LP, When The Pawn...
She started recording the album in 2003 with Pawn
producer Jon Brion, but they could only complete two tracks to their satisfaction: the title track
and "Waltz (Better Than Fine)
," which ended up being the first and last songs on the album. The other nine tracks they worked on stagnated; Mike Elizondo was brought in to take over production, and it still didn't gel. With production at a standstill, Brion's roommate, a producer named Brian Kehew, began surreptitiously recording new versions of the tracks with Fiona without the record company knowing. They were able to complete the unfinished nine tracks, plus another that Fiona brought in called "Parting Gift
." (Here's Brian's full story about making the album