It was recorded entirely live in the studio with no overdubs and no headphones, in a week-long session that also yielded Mysteryfunk, the debut album for Garage A Trois.

When Prothero asked Moore of who he'd like to play on his solo debut album he thought of eight-string guitarist Charlie Hunter and saxophonist Skerik who had both previously sat in with Galactic.

Moore stated getting "Charlie Hunter and Skerik together would just be insane 'cause they're both just really fun guys to hang around with... quirky... funny and just great musicians."

Ben Ellman (long-time associate from Galactic) and Brent Rose (Nightcrawlers) are on tenor saxophone.

Also there is Michael Ray (Sun Ra) on trumpet, Craig Klein (Bonerama) on trombone and Brian Seeger on guitar.