With Gene Clarke flying the coop, McGuinn, Crosby and crew hunkered down into some serious electro-jamming on the mindbending "Eight Miles High" - another Top Twenty Hit - whose lyrics were sparked by fire under the psychedelic revolution in San Francisco, while "John Riley" and "Wild Mountain Thyme" sprang directly from the Byrds' folk roots. "Mr. Spaceman" - a science fiction sitcom in three minutes - highlighted McGuinn's dry sense of humor and his fascination with something now known as "X-Files."

Track Listing
1. Eight Miles High
2. John Riley
3. 5D (Fifth Dimension)
4. Wild Mountain Thyme
5. Mr. Spaceman
6. Hey Joe (Where You Gonna Go)
7. What's Happening
8. I Come & Stand at Every Door
9. 2-4-2 Fox Trot (The Lear Jet Song)
10. I See You
11. Captain Soul