Numbered limited edition vinyl released by Run Out Groove in 2001. An album produced by Phillips' then-husband T-Bone Burnett on which "...the arrangements are purposefully sparse and uncluttered, usually just two quiet guitars (one played by Marc Ribot, whose touch is typically flawless), bass, and drums, and the album's most elaborate production choice, a string arrangement on "Wasting My Time," is performed by a small ensemble whose performance puts the song's intimacy in even sharper focus..."

• A1 The Fan Dance
• A2 Edge Of The World
• A3 Five Colors
• A4 Wasting My Time
• A5 Taking Pictures
• B1 How To Dream
• B2 Soul Eclipse
• B3 Incinerator
• B4 Love Is Everywhere I Go
• B5 Below The Surface
• B6 Is That Your Zebra?
• B7 Say What You Mean