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Featured song: "Walt Disney"
Alone II and was written in January 1995. The lyrics of the song make reference to the urban legend that Walt Disney was placed in suspended animation upon his death. The lyrics themselves deal with Cuomo's frustrations with touring:
"I tried to describe the frozen, numb condition I had fallen into after seven months in the spotlight on the road. The song had a beautiful, mellow sound. I really appreciated it and was grateful to it. It did capture the state of my life at the time."
Rivers has said that the "phone singing" line in the third verse was a stand in for Weezer's manager calling him to go over the details of the impending tour which he dreaded.