The album was recorded in 1999 at Studio Litho and John & Stu's Place in Seattle, Washington.

Studio Litho is owned by Pearl Jam guitarist Stone Gossard.

The band worked with producer John Goodmanson, who also mixed the album.

Vocalist/guitarist Nancy Wilson of Heart contributes guest vocals on the track "Riverwide".

Theresa E. LaVeck of Allmusic called the album a "compelling, if uneven, collaborative effort.