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The B-Side is based on performer Eric Berryman's interest in the LP Negro Folklore From Texas State Prisons, recorded in 1964 by folklorist Bruce Jackson. The LP features work songs, blues, spirituals, preaching, and toasts performed by a group of inmates on Texas's then-segregated agricultural prison farms. Berryman plays the album and transmits the material live by channeling, via an in-ear receiver, the voices of the men on the record. Accompanying him are Jasper McGruder and Philip Moore. Berryman also provides context from his conversations with Jackson.

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