Grave Dancers Union

Beinhorn produced the album and recorded it between February and May 1992 in New York, Minnesota and Hollywood. He grew dissatisfied with Grant Young's drumming and brought in Sterling Campbell, and each played about half the record. Campbell was credited as a percussionist because the band was reluctant to acknowledge a session player. The title comes from a lyric in Without a Trace, and the cover photograph is by Jan Saudek.

Somebody to Shove was the first single, followed by Black Gold and Runaway Train. The album reached number eleven on the Billboard 200 and number twenty-seven in the UK, and was number thirty-five on the 1993 year-end Billboard 200. AllMusic gave it four stars out of five and Entertainment Weekly an A. Pirner said later that its sequencing does not carry over to live shows.

Murphy recalled that Pirner had developed tinnitus after years in small clubs and that the band first meant to make the whole record acoustic. Beinhorn said they tracked everything in Studio A at the Power Station, and overdubs were made at Donald Fagen's River Sound studio on East 95th Street. Booker T. Jones recorded his organ parts at Cherokee Studios in Los Angeles, and Beinhorn said he played on seven songs in five hours. Robert Christgau summed it up as great tunes and corny songs.