Andrew Fraker had spent much of his musical time since the end of his previous band, Treeline, playing covers on acoustic guitar in various drinking establishments on Chicago's North Side. Those travels connected him with former Telstar guitarist and vocalist Anthony Calderisi, who encouraged him to record some of his own music at his home studio. Brian Cohen, also from Treeline, contributed bass, and Chris Costello, who plays in another band with Calderisi and used to work with Fraker back in the dot-com era, added drums to the tracks.