The album was recorded entirely at the Fremont House in Seattle, Washington on 4-track cassette.

Ty Willman played keyboard and guitar and sang vocals, while Kevin Guess played drums, keyboard, and loops.

[1] This release features Sweet Water bassist Cole Peterson, who wrote one song on the album, Girlfriend, on which Willman's fellow Green Apple Quick Step member, Mari Anne Braeden, plays bass.

Guess both wrote and sang Touchin' Myself, which features an unusual lineup, with drummer Josh Freese on bass guitar, guitarist Stone Gossard on drums, and Riff Raff on vinyl and samples.

Monsters, featuring model Camellia Clouse on vocals and Critters Buggin saxophonist Skerik on sax, was mixed and mastered by Martin Feveyear It was produced by Ty Willman and Steve Wilmans and released in 1998 on Willman's label, Echo Records,[1] All songs by Calm Down Juanita