In 1998, SNFU suffered several blows when their contract with Epitaph Records expired and founding guitarist Brent Belke and longtime drummer Dave Rees both quit.

Their first demo session for the new album came in early 1999 at Studio X in Vancouver, with Stubbs and bassist Rob Johnson completing the group alongside founding members Marc Belke and singer Ken Chinn.

Although Chris Thompson had replaced Stubbs, drummer Trevor MacGregor of Treble Charger was employed as a studio member for the recording session.

[3] The band recorded "Cockatoo Quill", "Head Smashed In Buffalo Jump", "Hole In Your Soul", and the outtakes "The Awful Truth" and "Suddenly" during these sessions.

With encouragement and funding from the band Model Citizen, Marc Belke recruited MacGregor, Warhurst, and producer Pete Wonsiak to continue work on the new record at Chemical Sound in Toronto in May 2003.

Towards the end of the recording sessions, the band had finalized a new live lineup based around Chinn, Marc Belke, Warhurst, and drummer Shane Smith.

SNFU biographer Chris Walter describes audience reception of this "significant piece of work" as strong, in which listeners responded to the "strange and terrible beauty" and "stark brilliance" of the effort.

"[9] While Punknews.org critic Adam White worried that the material on the album was uneven, he ultimate argued that the "interesting tracks [...] outweigh the momentary sags.