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A collaboration of and cLOUDDEAD singer, lyricist, rapper producer Why? (aka Yoni Wolf) and singer, turntabalist, guitarist Andrew Broder, aka Fog released in 2003 via Lex Records.

Combining elements of , and , the two men have created a superb thinking man's melodic hip hop record. Songs range from the happy pop like chorus of '21st Century Pop Song' and the minimal sadness of 'Lightning Bolts and Man Hands'.

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