After moving to Chicago sometime after graduation from the University of Southern California for a music degree, he began work again on assembling demos for another record.

[2] Carey spent a week and a half up in his parents' summer home in Whitefish Bay, Wisconsin and began working on the acoustic tracks.

[2] Robinson also brought a female artist he knew, Sara Bareilles to come in and record background vocals for the song "Smile".

Two songs from the album "Ain't Got Love" and "Watching Waiting" were used as part of the soundtrack to the 2007 movie Palo Alto, of which Eric Robinson and Marshall Altman worked as musical directors for.

Songs from the album were also featured on MTV's The Real World television show.