After the disbandment of the band which had recorded the Amenity demo, the keyboard player and main composer Martijn Westerholt decided to retain lead vocalist Charlotte Wessels and to record an album with the best session musicians available, without the perspective of bringing the songs on tour.

He recruited for the project Marko Hietala on vocals and bass, Ad Sluijter, Guus Eikens and Jan Yrlund on guitars and Ariën van Weesenbeek on drums.

Guest vocalists on the album were Sharon den Adel, Liv Kristine, and George Oosthoek.

The album was recorded in different periods during 2005 and 2006 to accommodate the availability of the many musicians involved, often on tour with their bands.

43 in Dutch charts[6] and the success of the album pushed Westerholt to reorganize Delain as a touring band with new musicians.