The band then took favorite moments from those in-studio jams and wrote songs around them, adding lyrics from a book of writings by long-time Phish lyricist Tom Marshall.

[8] A few of the album's songs reflect the band's 1997 "cow-funk" sound, with bass guitarist Mike Gordon taking a more prominent role.

[11] Early incarnations of several tracks from the album can be heard on the 2000 release Trampled by Lambs and Pecked by the Dove, a collection of song sketches recorded by frontman Trey Anastasio and lyricist Tom Marshall.

[8] The band chose Andy Wallace to produce the album because of his work on Reign in Blood by Slayer, Nevermind by Nirvana and Grace by Jeff Buckley.

[12] "Birds of a Feather", "Frankie Says", and "Shafty" (the latter song a reworking of Phish original "Olivia's Pool") were all debuted live during the "Island Tour", a brief run of shows the band played while taking a break from recording the album in April 1998.

From the band's website:[15] Phish Additional musicians and production staff Recorded at Bearsville Studios, Bearsville, NY April – June 1998 Additional Recording Sessions: Bearsville Studios 3/11-15, 9/29-10/2, 1997 Dave O's Farmhouse 3/4-7, 4/7-11, 1998 Recorded by Phish and Andy Wallace Mixed at Soundtracks Studios, NY, NY June/July 1998 Mastered by Howie Weinberg at Masterdisk July 1998 Pre-Production Digital Editing: John Billingsly Management: John Paluska/Dionysian Productions Production Assistance: Beth Montuori, Brad Sands Technical Assistance: Paul Languedoc, Pete Carini, Kevin Brown, Brian Brown Paintings by George Condo Art Direction: Lili Picou Project Management: Cynthia Brown and Jason Colton