Bree Sharp & Don DiLego forged a successful writing partnership over 10 years ago during the making of Bree's debut album, A Cheap and Evil Girl (Trauma), which featured the wryly-scripted, cult hit “David Duchovny (Why Won't You Love Me)”, and Don’s critically praised, The Lonestar Hitchhiker (Universal). After completing work on what would have been Bree’s fourth solo release, the duo decided instead to scrap what was mostly a straight-forward acoustic album for a sound that incorporated whatever else was lying around the studio.