For Game Theory's October–November 1986 national tour supporting the release of The Big Shot Chronicles, the band took on two new members, resulting in the line-up of Scott Miller (lead vocal, guitars), Shelley LaFreniere (keyboards), Gil Ray (drums), Guillaume Gassuan (bass), and Donnette Thayer (backing vocal, guitars). Thayer, who was then Miller's girlfriend, had been a guest musician on Game Theory's first album, Blaze of Glory. This iteration of the band recorded two albums, Lolita Nation (1987) and Two Steps from the Middle Ages (1988).
Miller told the San Francisco Chronicle that, with Lolita Nation, he "wanted to throw away some of the givens. It's meant to have a lot of unexpected things happening on it without being abrasive or industrial," labeling the music "experimental pop."
When asked about the album title's relation to Vladimir Nabokov's novel Lolita, Miller admitted that although he had read Nabokov's Pale Fire, he had never actually finished the book Lolita, which he found "too relentless." He had instead drawn upon the 1962 film version of Lolita for the album's title concept:
I knew all I needed to know for my appropriation of the concept to work for me. In my midtwenties I felt powerless and persecuted. What did the world want me for? The title made me think of an entire generation of Lolitas: someone—our parents? God?—needed us to be there, but the need felt neurotic and uncompassionate. In “We Love You Carol and Alison” (my favorite Game Theory song) I'm trying to express that teen alienation thing that the kids go for, but I’m also fishing around for a basis of proper adulthood.
Although it had garnered little commercial success upon its release, copies of Lolita Nation became a highly sought-after collector's item after Game Theory's catalog went out of print in the early 1990s. The unavailability of Game Theory material for over two decades had contributed to the band's inability to transcend what Miller described as "national obscurity, as opposed to regional obscurity."
In February 2016, nearly 30 years after its initial release on Enigma, Lolita Nation was remastered and reissued by Omnivore Recordings, with 21 bonus tracks that included the previously unreleased full 8-minute version of “Chardonnay," alternate mixes of other album tracks, and live covers of songs by artists such as David Bowie, the Modern Lovers, and the Sex Pistols. Omnivore also released the album as a double LP in a limited edition on dark green translucent vinyl, with later releases to be on black vinyl, containing a download card for all 48 tracks of the CD edition.
New liner notes included interviews with the band and original album contributors, notes from Okkervil River's Will Sheff, and previously unreleased photos by Robert Toren.
Generally considered the group's most critically acclaimed work, the album was nominated in 1988 for a Bay Area Music Award (BAMMY) in the category of Outstanding Independent Label Album or EP.
In its review of the double LP, Spin cited Lolita Nation as "some of the gutsiest, most distinctive rock 'n' roll heard in 1987," with "sumptuous melodic hooks ... played with startling intensity and precision," while simultaneously noting that the band "elected to shinny way out on an aesthetic limb" with "a thoroughly perplexing conglomeration of brief instrumental shards and stabs".
Trouser Press called the album "ambitious and occasionally bizarre" with "crazy noises," writing that the new line-up "works wonders some of the time but falls flat in spots," and adding that Thayer sang "commendable lead on a few tunes, but isn't the strong counterpoint to Miller that would prevent the onset of listening fatigue."
Mark Deming of AllMusic noted that the album contains "more than a few flat-out brilliant tracks", while William Ham, writing for Dancing About Architecture, praised its emotional impact, insularity, and melodic virtuosity. Ham also likened Scott Miller's lyric writing to "vintage" Elvis Costello, with phrases that "careen all over the place verbally yet somehow manage to plug directly into the emotions."
Chicago Reader′s Peter Margasak cited the album's "artistic ambition, with all sorts of cool fragments and sonic experiments scattered among its sophisticated pop songs."
Rock critic Joe Harrington placed Lolita Nation at #4 on his list of the Top 100 albums of all time, while Omar Ghieth of Culturespill called it flatly "the greatest album of all time."
Reviewing the 2016 CD reissue, Deming praised the audio as a significant improvement over the original, with "more satisfying low end and a wealth of detail" that had been difficult to hear in the original's "slightly brittle" sound. Among the bonus tracks, Deming found that the selection of cover versions delivered insight into "the many sounds that informed Miller's musical world-view", which combined with an "excellent oral history" in the liner notes to yield "the definitive presentation of an overlooked classic of '80s pop."
All songs written by Scott Miller except where noted.Scott Miller – guitar, vocals
Guillaume Gassuan – bass, backing vocals
Shelley LaFreniere – synthesizers, backing vocals
Gil Ray – drums, backing vocals, guitar
Donnette Thayer – guitar, backing vocals, lead vocals on "Look Away" and "Mammoth Gardens"
Mitch Easter – producer, engineer
Robert Toren – bass guitar on "Toby Ornette"
Eric Marshall – electronic bass drum on "The Waist And The Knees"
Zachary Smith – guitar samples on "The Waist And The Knees"
Bob Geller – assistant engineer