Singer/guitarist Bill Janovitz said that, as the band members looked over demos in preparation for the album, they noticed that keyboards were taking a larger role in their songs than before.

[2] Early in the process of putting the album together, the band spent time working with guitarist/keyboardist Tom Gorman, most well known as a member of Belly.

Gorman pointed out that the band would probably be better served by a traditional keyboardist.

Gorman was replaced by Phil Aiken after Janovitz spied his classified ad in a local weekly.

[3] The album was produced by David Bianco, who was sought out by the band after being impressed by his work with Teenage Fanclub.