[1] After the commercially unsuccessful 1992 album Priest=Aura, founding guitarist Peter Koppes had departed, leaving the band down to just two original members, Steve Kilbey and Marty Willson-Piper,[1] plus Priest's drummer Jay Dee Daugherty.

Kilbey began a Jack Frost collaboration with Grant McLennan (of The Go-Betweens) and Willson-Piper returned to the studio with UK group All About Eve, to record their album Ultraviolet.

Arista Records decided to stand by their contract with the band and back another album, despite the loss of Koppes, and so Kilbey and Willson-Piper began writing new material.

When it became clear that drummer Daugherty would not be returning to the fold either, the remaining two took the opportunity to approach their music from new perspectives, abandoning their long-established roles and stylistic elements in favour of experimentation, spontaneity and electronica.

Ambitious plans to stage full electric shows were scaled back, leaving Kilbey and Willson-Piper with only a short run of acoustic gigs as a duo.