Continuing with the second part of his three part project, Side Two allows us to see a more experimental side to Adrian Belew's music. Whereas Side One was more of a power trio band effort, Side Two features the famed and current King Crimson guitarist playing almost all the instruments except for a couple of instances where he uses a violinist, a cellist and guitarist Erick Cole who provided some acoustic guitar work as well as other exotic stringed instruments. With Side Two, Adrian's plan was to act more like a D.J. and use drum loops as well as synth pads to give the album more of an experimental electronic approach; something that's not commonplace with his music. Lyrically, Adrian uses the Japanese haiku-like approach whereby all of the lyrics (what few of them there are) are arranged in such a way that all of the verses to every song are connected with each track finishing with the title of the next track and so forth.

The album opens with Dead Dog On Asphalt which is also the title of the painting on the front cover. Apparently Adrian ran over a dog on the highway recently and the image was such a stark one that he couldn't shake. Having recently taken up painting as a hobby, he decided to put the mental image of the event to canvas. The track has a dreamy and abstract feel with Adrian's whispery vocals and is hypnotic in its repetitiveness with Adrian's saxophone-like guitar sounds weaving in and out over a fairly simple backing track. Tracks like Then What and Sunlight have a dreamy 70's Pink Floyd vibe especially with Adrian's David Gilmour approach to his singing. Then What also contains a very Pink Floyd-ish loop of sound effects at the end of the song. Other tracks like I Wish I Knew also see the heavy use of electronic percussion with chants of the title of the song being the only lyrics. Electronic drums propel all of the tracks on this album with each being its own unique animal. The spacey effects and overall psychedelic vibe is also very strong throughout and Adrian uses a mix of both clean and very distorted and abstract lead guitar lines. Quicksand really brings the listener back to the early 70's with it's heavy David Bowie vibe and Happiness sees the string synth chordal effects bringing a classic 70's era Genesis feel to the track. Asleep has some cool eerie guitar effects and is also very hypnotic and repetitive with more of the spacey Pink Floyd interludes. Sex Nerve has grinding bass lines backing Adrian's very twisted guitar tone and Face To Face is the one track that actually has more than just a few lines of lyrics. Weird lead guitar effects are found on this one as well. Other tracks are merely short interludes to piece everything together

An interesting piece of work, this one's a little more difficult to really get into. The relatively short length (under 34 minutes) raises the question again as to why these three parts are being released separately mere months apart. With careful editing, I'm sure that all three parts would fit into a 2 CD set and that would be much more economical to Adrian's fans. Side One has some very cool songs but overall was purely made for fans of Adrian's music. Side Two is even more "out there" so to speak and is difficult to really form and opinion about. Side Three promises to be a return to the power trio format of Side One with some "surprise" guest appearances. Side One actually "worked" whereas Side Two, besides being even more atmospheric and almost ambient in it's character, is very cool background music at best.