Lyrically, the songs feature singer and songwriter Rhett Miller writing about characters other than himself, although personal references remain.

"Rollerskate Skinny" is a song about actress Winona Ryder, whom Miller very briefly dated;[10] the title refers to Holden Caulfield's description of his sister in the novel The Catcher in the Rye, while "Buick City Complex" refers to workers affected by General Motors' decision to close its failed mega-factory in Flint, Michigan.

The album features two songs sung by bassist Murry Hammond, "Up The Devil's Pay" and "Can't Get A Line".

"Satellite Riders" is also a pseudonym under which the band plays, including a show at the Tractor Tavern in Seattle, Washington on August 31, 2008.

"Question" was also used in the season 1 episode 19, "Young Hearts Spark Fire" of Scorpion, originally broadcast on March 23, 2015.