Following Arena¹s major European tour at the end of 1998, John and Mark finally did what they¹d threatened to do for years and wrote some songs together. The pair had previously played in King Duck, a covers band with the handicap of rarely playing songs anyone else knew, as well as a number of other Birmingham bands, since 1987. Mark, a storming guitarist, was the original choice to replace Keith More in Arena. "Mark¹s always thrown me out of bands we¹ve played in together before. I thought if there were only two of us, he¹d find it a lot more difficult!"

After White Trash finished, Mark was at a bit of a loose end, and John had lots of ideas that didn't fit with any other band he was playing in. The album, "Uneasy Listening" contains songs in a range of styles, sometimes within the same track; "With this type of project, there are no boundaries, you can write exactly what feels right for the song, as there are no preconceptions about what the songs should sound like. Or if people think they know what to expect, they¹re probably wrong!" says Mark. "I think it¹s a very honest album-there¹s no artifice. It certainly reflects our personalities and events at the time, except of course for the song about the panda fridge magnet possessed by the devil (Panda Rosa)!" What we tried to do was to firstly write stuff that we were really happy with, that made us smile or move our feet or preferably both." says John. "We also tried to work out my progressive music theory that prog isn't just about mellotron, bass pedals and multi-neck guitars, its about taking good songs and messing with their arrangements to take the song where you wouldn't expect. Like Tipton, for example. So there's all types of music in there, we really did try to ignore any boundaries between styles, have fun and try to create music we enjoyed. I liked the idea that there should be other things going on, that the songs should change direction just when you think you know what's happening, that they're not necessarily about what you think".

All of the music is by Mark and John with two exceptions. "Clean" was originally a bass riff that came out of an IQ rehearsal. Mike Holmes and John worked on the song subsequently, but it was never used by the band. "Panda Rosa" has its roots in a Jadis rehearsal..

Other than Mark and John, Tracey Hitchings sings on "Telegraph Hill" and blackmail man Ian 'Moon' Gould sings on "Clean". Martin Orford plays piano on "Endgame". Sax on "Two-step" was by Tony Wright (who played on Subterranea and The Seventh House). Matt Goodluck (Dr Love) made his vocal debut on "Story" and "Bottle". Drums throughout were by a local lad, Rob Green.