At the time of its release, The Rentals had been dormant for five years. Sharp did not speak publicly about any plans for reforming the group, and it the band was considered finished. It is unknown whether Sharp intended to pursue a more acoustic, folk-driven solo career longterm.
The album is notable for featuring no electric guitar, synths, or percussion. Instead lap steel, acoustic guitar, piano, and organ are the only accompaniment to Sharp's vocals. The album was recorded in Tennessee, and was preceded by the 2003 EP Puckett's Versus the Country Boy, which featured an edited version of "Goodbye West Coast" and three outtakes form the album's sessions. "Visions of Anna" and "Hey, What You Gonna Do?" from the EP were included on later international CD pressings of the album, while "Some Come Running Through" was on the vinyl version of the album.