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After the success of "Loser", Beck entered the studio with Tom Rothrock and Rob Schnapf to create the follow-up to "Mellow Gold". What emerged was a somber, low key, acoustic record that Beck eventually shelved in favor of making something more fun. Working with the Dust Brothers (Mike Simpson & John King), Beck churned out over 30 tracks, 11 of which ended up on what would become "Odelay". The remaining two tracks were pulled from the Tom/Rob sessions, and Beck's studio time with Beastie Boys producer Mario Caldato Jr.

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