In May 2012, Gene Ween left Ween and began performing under his legal name, Aaron Freeman and immediately released his debut solo LP, Marvelous Clouds, a collection of Rod McKuen cover songs produced by Ben Vaughn.

Freeman, who had relocated to Woodstock, New York and begun teaching at Paul Green's School of Rock, assembled musicians from the Brooklyn, New York area, as well as North Carolina, to form a new group and record an album.

The live version of the band, featuring Joe Young on bass and Zach Tenorio-Miller on keyboards, along with Chris Boerner and Kyle Keegan, toured throughout July 2014 in support of the album.

Freeman received generally favorable reviews from critics.

AllMusic's Stephen Thomas Erlewine wrote, "If anything, Freeman is a tighter record than McCartney -- it's not homemade, it's all complete songs -- but there's no denying it shares the same spirit; that it is the sound of breaking dawn of a new day.