Kenny Reed directed this film/video for the title track of the 2nd Roommate album. It was shot by Ben Popp in one take on high con 16mm film, then Kenny hand-processed the film. It was projected and captured on HDV, then edited together with HDV material from rehearsal takes.

Song credits:
Kent Lambert - vocals, roland ax-7 & jv-1010 (keytar), drum programming, wurlitzer, super tarana table banjo, bells. Luther Rochester - moog bass, buchla music easel. Seth Vanek - snare drum, xylophone. Evelyn Weston: musical saw.