In episode 12, George and Phil discuss track 10 from 12 am, Foothill & Osborne, which explores what might have been going through the mind of Rodney King minutes before he exited his car at the intersection of Foothill and Osborne on March 3, 1991. Topics explored include the convergence of technology and social justice; the omission of traditional sections within the song and its intentional unpredictability; and how Phil met percussionist and drummer extraordinaire Manny Elias, who is a guest artist on this track.