Originally, bandleader Greg Cartwright toyed with the idea of calling the album PILL-POPPING MOM ONLY TAKING WHAT SHE NEEDS TO GET BY, a headline which he had seen in a Commercial Appeal medical advice column, but scrapped the idea when the album began to change direction musically.

[1] The album was recorded after original member and guitarist/keyboard player Alex Greene left the band in 2003, leaving lead vocalist and guitarist Greg Cartwright, bassist Jeremy Scott, and drummer Greg Roberson to carry the album through to completion as a three-piece.

The album contains ten original songs written by the band and four cover songs recorded while the band split their time laying down tracks in Memphis and Asheville, North Carolina.

The album was engineered by Lost Sounds bandmates Jay Reatard and Alicja Trout.

This article about a punk rock album from the 2000s is a stub.