Musicians: Alex Wroten, guitar and keyboards. Chad Walker, bass guitar and brass. Hutch Benton, drums.

I had just set up my own computer recording studio in my room, and we decided we had to make a really good album. We had a LOT more material than from Point of Distortion, but at the same time, we were using most of what was on that album, just redoing them in a much better way. Nightmare Lullaby, interestingly, is a completely different piece of music from the Nightmare Lullaby on Point of Distortion. In fact, it's the best thing Positive Rail ever did. By the end of the summer, Chad and I decided to keep doing music as SeedS without Hutch.