The Actors Theatre of San Francisco asked songwriter Jon Bernson to write and perform music for John Steinbeck's 'Of Mice and Men'. Three months later, he had a songtrack in place that gave voice to characters from across the Steinbeck catalogue and staked out a new forecast for Ray's Vast Basement. Over the next sixteen weeks, the band performed their cinematic folk to pin-drop audiences and seismic applause. When the show closed, a natural momentum carried them into the studio. Songs were recorded, but before the album could be finished, their studio flooded. Though the tapes remained dry, few instruments were spared. A year later, the studio rebuilt, Ray's Vast Basement returned with a backlog of sonic ideas. Only the best tracks were kept, new parts emerged, a process of emotional archaeology began that unearthed layer after layer of music. The result is a blend of obsessive songsmithing, acoustic rhythm loops, vivid melodies, kaleidoscope vocals, off-kilter arrangements and odd soundscapes. Folkish experiments appear throughout the album, beside unrepeatable live moments and patient studio soundcraft. Starvation Under Orange Trees still contains the refugees of Steinbeck's shantytowns, but reincarnated in dustbowls of the future.