Surface noise. Interesing factoid: the label EmArcy which pressed this LP, shipped some of their records in plastic bags which chemically reacted with the vinyl, causing the playing surfaces to become cloudy. One side of this record suffers from this cloudy fate, and consequently there's a fair bit of background noise which competes with the music. But... we've priced it accordingly. An affordable entry copy and a chance to own an otherwise very pricy recording. And hopefully Merrill's voice takes you to a cloud or two above the surface cloudiness.