[1] A lack of progress, combined with increasing costs of self-funding all of their efforts, and Sudderth and Campbells college aspirations, led the band to contemplate breaking up.

[1][2] From the start, the band chose to revisit many of the songs from Inter.funda.stifle which they felt could benefit from a professional music producer and bigger production budget.

[7] This led to less "dead ends", where singular members would write a song by themselves only to not be on the same page as the rest of the band, resulting in wasted time and material.

[7] The band wrote "four or five" of the songs in the studio with Bottrill, including their second single, "Tall Tales Taste Like Sour Grapes", and the rewrite of "A Wolf Descends Upon the Spanish Sahara".

[7] The band spend four weeks in pre-production, writing new tracks and polishing ones chosen to rework from Inter.funda.stifle, and took another two and a half months recording the album.

[6] About half of the songs from their prior independent release, Inter.funda.stifle, were reevaluated and re-recorded in the Fables From a Mayfly sessions: "Dance of the Manatee", "Vice/Versa", "A Seafarer's Knot", "The Walls of Jericho", "Kyla Cries Cologne", "When the Bough Breaks", and "Upgrade^Brigade".

In an interview with Susan from MetalStorm.net on July 7, 2012, Sudderth commented on the lyric writing he did for this album:[8] I put together just a whole book of colloquialisms and turns of phrases and all kinds of little fun words like that, because I've always been a big fan of stuff like that, too.

IGN praised the band's ability to create a unique sound, describing that "throughout the album, Fair To Midland seems to defy popular recording technique and songwriting style.