Fraser plays bass, piano, and organ for the trio, which also features former Fitz of Depression bassist Brian Sparhawk and drummer Dan Rieser. Former members Rachel Carns and Radio Sloan -- best known as the new-new wave duo the Need -- fill the rhythm section on "Have Mercy." The trio's theme song, "Two Ton Boa," melds hints of cabaret, Led Zeppelin heft, and Concrete Blonde singer Johnette Napolitano's exuberant wailing. A cover version of Fraser's staggering waltz "Comin' Up From Behind" was performed by Marcy Playground on the soundtrack to the recent black comedy Cruel Intentions (the same band had a modest hit with a song called "Sherry Fraser"). Here, the song gets the proper creepy-crawl treatment with the eerie twinkle steps of a toy piano and swinging rhythms, and the rollicking tom drums and soaring vocals of "Bleeding Heart" recall the sonic wash of Nothing's Shocking-era Jane's Addiction. But the junkyard antique sound of the instruments, mixed with a pair of overdriven bass guitars, gives the song a glazed timelessness.
"Have Mercy" closes the album with a beautiful yet somber melody driven by lightly chorused dual bass guitars and a rigid drum machine beat. Fraser sings: "You can't smell poison in a perfumed well/ So I fell into a softly padded empty shell." The weight of her glamorous gloom makes perfect sense.