completed its first headline tour of the US. 2010–2012: Smart Flesh From Dec 2009-Feb 2010, the band recorded its third full-length studio concept album, Smart Flesh, in the abandoned Porino's pasta sauce factory in Central Falls, RI. The album was engineered by Jesse Lauter, mixed by Mike Mogis (Bright Eyes). The band released "Ghost Woman Blues", the first song on the record as a free download in December on its Web site. In Feb-March 2010, the band toured with The Avett Brothers and Timber Timbre. In Nov 9-21 2010, the band toured with Emmylou Harris, and played Lincoln Center's American Songbook Series in January 2011. Emmylou Harris recorded "To Ohio" for her record, Hard Bargain. The band appeared again on the Late Show with David Letterman on January 12, 2011, performing "Ghost Woman Blues". Smart Flesh, the band's third full-length studio concept album, was released on February 22, 2011. The band toured with Iron & Wine in April 2011, including opening for their show at Terminal 5 in NYC on Oct 13 2011. Mat Davidson played his last show with the band on July 9, 2011, in Quebec and was replaced by Mike Irwin. Upon Davidson's exit, the band noted, "He is a friend, an incredible musician, and we will all miss him dearly." On December 20, 2011, the band released an album for free under the alter-ego Snake Wagon, entitled Have Fun With Snake Wagon. The album was recorded during the same sessions as Smart Flesh, with band members switching instruments. In December 2011, the band added Tyler Osborne to its line-up. Osborne's first shows with the band were in Canada, whilst the band supported City & Colour, January–February 2012. On February 22, 2012, the band announced that they had recorded a soundtrack album for the forthcoming film, Arcadia. The band's website stated, "The soundtrack is self-engineered and was recorded in a week. It consists of a few composed songs and harvested sections of epic improvised sessions. It was a new process for us." In 2012, the band recorded with T Bone Burnett for The Hunger Games: Songs from District 12 and Beyond. On March 13, 2012, the band joined The Chieftains for a rendition of "School Day's Over" on Late Night with David Letterman for their third appearance on the show. On March 17, 2012, the band joined The Chieftains at Carnegie Hall in NYC. On May 29,