The album covered a wide variety of styles, from rock to Latin and grunge to soul, yet did not depart from this jam band's signature sound.

Randall Bramblett, a solo musician and member of Steve Winwood's touring band, joined Widespread Panic on the tenor saxophone for a cover of Firehose's Sometimes.

Big Wooly Mammoth, a long-time crowd favorite sung by John "JoJo" Herman, was finally brought to the studio for this release.

Unknown at the time, this would be Michael Houser's last studio album with Widespread Panic, before his cancer-related death in 2002.

Songs from Disc Two comprise the first five tracks of the band's June 2002 release Live in the Classic City and are from the opening of the band's April 1, 2000 performance at the Classic Center Theater in Athens, GA. Track 1, "Action Man," appears in its original instrumental form unlike the album version, which contains lyrics.