An album that was a collection of ideas and songs originally intended as a soundtrack for the movie 'Storytelling' directed by Todd Solondz. Only about 6 minutes of it ended up in the movie and the band decided to further work on the music and release this album. Released in a gatefold cover.

• A1 Fiction
• A2 Freak
• A3 Dialogue: Conan, Early Letterman
• A4 Fuck This Shit
• A5 Night Walk
• A6 Dialogue: Jersey's Where It's At
• A7 Black And White Unite
• A8 Consuelo
• B1 DIalogue: Toby
• B10 Big John Shaft
• B2 Storytelling
• B3 Dialogue: Class Rank
• B4 I Don't Want To Play Football
• B5 Consuelo Leaving
• B6 Wandering Alone
• B7 DIalogue: Mandingo Cliche
• B8 Scooby Driver
• B9 Fiction Reprise