The album was recorded by the core trio of Todd Parker, David Max and Nick Kramer after drummer, Michael Kite Audino and guitarist Andrew Jackson Shapiro left the group.

Guest musicians Edward Odowd (The Toilet Boys / Psychic TV) and Steve Savoca (The Werefrogs) perform drums and percussion on the album.

Additional lap steel guitar was provided by Jeff Passifiume (Hank McCoy and The Dead Ringers / The Lost Continentals).

"Old Dirty Mushrooms" was recorded in 1991 and features just Todd Parker and drummer, Michael Kite Audino, along with sax by Raj Seshu.

Far Out is notable in that it received a 4-star review from Rolling Stone, a rare feat at the time for an independently released CD.