Recorded at Nicollet Studios, Minneapolis, Minnesota.

For its second studio effort of 1986--the first was MADE TO BE BROKEN--Soul Asylum switched producers, from Bob Mould to Chris Osgood, whose band the Suicide Commandos introduced punk rock to Minneapolis in 1977. The production, though extremely brittle, effectively captures the band's live sound at the tail end of its formative years--Soul Asylum's next album, HANG TIME, would bring the band to the majors. The songs included here retain the fury of those from the previous records, but successfully add a sense of melody and structure not always evident on those recordings.

The record contains a number of standouts. "Freaks" cranks up the volume while managing to retain a catchy melody underneath the squall. "No Man's Land" features the ringing guitars of Dan Murphy and Dave Pirner. "Crashing Down" is a great pop-punk track in the vein of Husker Du, circa FLIP YOUR WIG. The second half of WHILE YOU WERE OUT is actually much better and includes brilliant work like "Closer to the Stars," "Passing Sad Daydream," and the Murphy-penned, "Miracle Mile," a glittering slice of punk rock mayhem.