The album features contributions from Ian McLagan, former keyboardist for the Faces, a band that Westerberg has often cited as a favorite.

In an interview included with a special edition of the album, he explained that he started the record jamming with drummer Josh Kelly and former Georgia Satellites bassist Rick Price, but found that the combination wasn't working, requiring him to seek other players.

The CD version was packaged in book form, with the disc in a pocket inside the front cover.

Stereo Review wrote that "Westerberg writes about everyday things without pretense, taking comfort in the ordinary and passing on wisdom in small doses... Perhaps consequently, if anything rings a little hollow here it's rockers like 'Silver Naked Ladies' and 'Something Is Me', which aim for a rambunctious 'Mats/Faces devil-may-care feeling but sound a mite forced.

"[10] The Indianapolis Star opined that "while it's lamentable that Westerberg continues to put distance between him and that true Mats sound, it's good to have rock's sublime poet/jester back.