Greg Keelor, one of Blue Rodeo's musicians, collaborated with Michelle McAdorey and co-wrote some of the music for the album, and also provided guitar performances for the recorded version of the songs "Red Earth" and "The One That Keeps Me Running".

The album is typically described as melancholic and brooding folk rock, with a style reminiscent of Cowboy Junkies or 10,000 Maniacs.

[3] It was primarily recorded at The Lab, a studio in Hamilton operated by the band's then-bassist Jocelyne Lanois, formerly of Martha & The Muffins,[2] and her partner Malcolm Burn.

[4] Songs that received notable airplay on Canadian radio included "Sky", "Smoke" and "Inside Out", which became a Top 20 hit in Canada.

[3][5] Performers for the recorded album, in addition to the band members and Keelor, include Malcolm Burn, who played piano, keyboard, percussion and provided backing vocals; Sammy Vegas, lead guitar on "Down to the Wire", and Anne Bourne on keyboards for "Red Earth".