After returning home from China in August 1994, where The Badlees played the Qingdao International Beer Festival, the band headed back to the studio to start on another album.

The band made daily commutes from their base in Selinsgrove to The Green Room, a studio in Harrisburg, Pennsylvania, to record their third full-length album.

This 50 mile journey in each direction follows the Susquehanna River as it winds through rural central Pennsylvania towards the mini metropolis of the commonwealth’s capital city.

Writer Alan Stout of The Wilkes-Barre Times Leader observed "it's somewhat ironic that an album this good is an independent release, and there's almost a feeling of guilt in enjoying it all to ourselves here in the confines of Pennsylvania."

He ultimately chose "Angeline Is Coming Home" or "Gwendolyn" and within weeks the song was in regular rotation on radio stations throughout eastern Pennsylvania.