After releasing their debut album, original drummer Anthony Guess left the band, and guitarist Greg Lisher joined. With the band temporarily lacking a drummer, guitarist Chris Molla played many of the drum parts on II & III. As the album was being finished, they finally found a permanent replacement for Guess with Chris Pedersen, who ended up playing on only one song, "We're a Bad Trip".
The album also found violinist/multi-instrumentalist Jonathan Segel singing lead vocals for the first time, on the tracks "Chain of Circumstance" and "We're a Bad Trip", the latter which featured him and Lowery trading verses.
II & III found the band already moving past the mixture of faux ethnic instrumentals and absurdist folk-pop-punk tunes of their debut album, for an even more eclectic sound, including elements of Americana, psychedelia, and Middle-Eastern music. Molla played steel guitar on some songs, and Segel played mandolin, adding to the country influences. There are relatively fewer instrumentals, with the vocal songs taking on many of the ethnic elements that were contained on the debut album's instrumental numbers.
It contains several notable songs, especially "Sad Lovers Waltz", a slow alt-country number that did much to dispel the band's then-image as a novelty band. Another Americana-style song was a bluegrass-influenced cover of "I Love Her All the Time" by Sonic Youth, which continued the band's traditions of doing countrified versions of punk and alternative songs.
The song "Circles" bears a close resemblance to "Oh No!" from Telephone Free Landslide Victory: the former features the same chords as the latter but reversed, and has slower verses.[7]
Track listing
All tracks composed by Camper Van Beethoven; except where indicated
^Lazell, Barry (1997). Indie Hits 1980-1989. Cherry Red Books. Archived from the original on June 5, 2011. Retrieved September 5, 2014.{{cite book}}: CS1 maint: bot: original URL status unknown (link)