It was the first album of the band to feature guitarist Nathan Larson and drummer Adam Wade, after the departure of founding members Chris Matthews and Mike Russell.

[8] In 2003, Stylus Magazine writer Deen Freelon wrote that the album was "a jaw-dropping, head-scratching masterpiece back in '94 and remains so today".

Shudder To Think was one of the oddest major-label signings of the decade, partnering with Epic for 1994's Pony Express Record."

While the band's cocktail of tricky time changes, aggressive guitar bursts, and Craig Wedren’s effeminate falsetto proved inaccessible for the mainstream, many musicians found it utterly compelling".

[21] Pitchfork's Tyler Grisham opines that the album "pushed the boundaries of mid-1990s indie rock in new and exhilarating directions.

"[22] In his AllMusic review, Prato writes that despite its superior sound and production over earlier releases, Pony Express Records was not a "sellout", stating that the record "challenges the listener in many ways: stop/start riffing ('X-French Tee Shirt'), oblique lyrics ('Earthquakes Come Home'), often dramatic, Freddie Mercury-like vocals ('Gang of $'), and everything-but-the-kitchen-sink song structures ('No Rm.

The music is consistently unpredictable, mixing jazz, metal, art rock, folk, experimental, and alternative in the band's melting pot.