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Following the breakup of beloved indie rock combo Grandaddy in 2006, guitarist Jim Fairchild decided to take a low-key route toward launching his next project. After relocating to Chicago, Fairchild assembled a modest home recording setup (eight tracks, reel-to-reel analog) and began working up new songs, with Fairchild handling many of the instruments and singing lead for the first time. While traveling the United States, Fairchild recruited a variety of friends and colleagues to add their contributions to his tapes, including Joe Plummer of Modest Mouse and the Black Heart Procession, Janet Weiss of Sleater-Kinney and Quasi, and Solon Bixler of Great Northern. With the help of producer Brian Deck, Fairchild assembled his recordings into an album, Ten Readings of a Warning, which he credited to the group name All Smiles. Dangerbird Records released Ten Readings of a Warning in the spring of 2007, and All Smiles hit the road in support of the album, touring in tandem with Menomena.