Ten years after The Lemonheads released Car Button Cloth in 1996, the group signed to Vagrant Records with a new lineup comprised of original member Evan Dando, bassist Karl Alvarez (Descendents, ALL) and drummer/producer Bill Stevenson (Black Flag, Descendents, ALL). Vagrant's founder Rich Egan explained, "Nobody writes like Evan Dando, nobody sings like him."
In a remote Rocky Mountain hideaway, over the course of eighteen months, Dando, Alvarez and Stevenson created the first entry in the Lemonheads repertoire in a decade, with contributions from Josh Lattanzi on bass, The Band's Garth Hudson on keyboards and Dinosaur Jr.'s J Mascis on guitar.
