The album is significantly different from Levin's previous solo efforts mainly due to the introduction of lead vocals on most of the tracks as well as an overall more rock-oriented sound.

The song "Utopia" originally appeared on an earlier Levin album Waters of Eden as an instrumental piece.

The new version adds vocals and a guitar solo by Toto guitarist Steve Lukather.

"Throw the God a Bone" features a guest performance by King Crimson singer/guitarist Adrian Belew.

This was the first (and only as of November 2009) studio recording made to feature both Levin and Belew since the 1995 THRAK sessions.