This music video featured vintage carnival equipment that had been stored and forgotten in an old barn. The art director discovered this equipment on a location scout in Malibu, CA and learned that this was the last stop for a Depression era carnival. The equipment had been sitting there for more than 50 years. Rickie Lee Jones loved these old carnival props and their inclusion was written into the story line of the video.
This is an acoustic version of the Jimi Hendrix composition, "Up From the Skies". The album was produced by David Was from Was (Not Was) and featured Charlie Hayden on bass. The album "Pop Pop" reached No. 8 on the Billboard Contemporary Jazz Albums.