This tune comes from a train ride back in March of 2010. I decided to treat myself to sleeping car accommodations on the Capitol Limited from Chicago to D.C. to join up with Contratopia for a short weekend tour. It was my first time on an overnight train and I discovered that train rides are great tune generators. This one appears in my notebook with "Waterloo" scribbled beside it so it must have been at least partly written while we made a brief stop in Waterloo, Indiana.
The mandolin featured here is an old Gibson snakehead A-jr. and the guitar is a recently made Martin 000-15M.
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