Hyatt's songs at this point had been recorded by several major label artists, including B. J. Thomas ("Aloha"), Jerry Jeff Walker ("Deeper Than Love"), The Lost Gonzo Band ("Getaway"), and Dana Cooper ("Rollin' My Blues"), and living in Nashville allowed Hyatt greater access to the country music producers and performers who were a market for his songs.

The album was produced by Lyle Lovett, who had first encountered Hyatt while attending an Uncle Walt's Band show as a college student.

Hyatt began work on a third solo album in 1995, and during that year and into the next he recorded more than 40 song demos as a part of the preproduction process.

The studio production of these recordings was completed in the 2000s by a variety of musicians and arrangers who worked with Heidi Hyatt and associate producer David Dorris.

[1] In 1997, an episode of the PBS show Austin City Limits featured a tribute to Hyatt by Lovett, Junior Brown, Shawn Colvin, Allison Moorer, Marcia Ball, Willis Alan Ramsey, Jimmie Dale Gilmore, and Uncle Walt's Band members Champ Hood and David Ball.