The album was recorded in Santa Barbara, California in 2009 and produced by David Piltch.

In reviewing the album No Depression opined that recording the album in Santa Barbara, California with local musicians "turned out to be a stroke of musical genius" and noting that David Piltch's production "allowed the collective to flex its musical might at will" while keeping "D-Napoleon's gorgeous vocals and heartfelt lyrical message center stage.

"[1] In writing for the Santa Barbara Independent Aly Comingore called the album "a record that's as listenable as it is emotionally charged" and "a triumph for one of Santa Barbara's brightest stars.

"[2] In 2008 D-Napoleon was awarded a Western Australia Department of Culture and the Arts Music Production Grant to record an album in Santa Barbara, California.

Along with Piltch and D-Napoleon's regular band members, Dan Phillips and Kenny Edwards, the album also features Greg Leisz, Phil Parlapiano, Victoria Williams, and Aaron Sterling.