Penelope covers songs by Pentangle, Colin Blunstone, The Band, Shocking Blue and the Flying Machine. Backed by the Maydays (featuring Pat Johnson, Alec Palao and new drummer John Kent of the Loved Ones) with backing vocals by two East Bay buzz bands, Willow Willow and the Moore Brothers.

Read a review at All Music Guide

1. "Maybe We've Been Loving Too Long" was the original flip side to the smash hit "Smile a Little Smile For Me" by the Flying Machine. Bubblegum through and through, it gets a straight-ahead workout with backing vocals by The Moore Bros.

2. "I've Got a Feeling" by Brit folk rockers the Pentangle gets a radical makeover that swings much harder and features some Roxy Music inspired Moog blurts.

3. The Band's "It Makes No Difference" is a bittersweet masterpiece with the incredible backing harmonies of Willow Willow and some lovely understated piano work by Pat Johnson. A heartbreaker.

4. Penelope rewrites the lyrics to "Love Machine" by the Shocking Blue and has a particular snarl in her voice. Another interpretation that veers far from the original - but who remembers the original?

5. "Though You Are Far Away" is by former Zombies vocal god Colin Blunstone. Just Penelope and Pat Johnson on guitar, it's a melancholic stunner.