This album was recorded in 2005 while Powderfinger were having a break. Ten of the songs were recorded at Peter Gabriel's Real World studios at Bath, Somerset. The other four tracks where recorded in Brisbane. All the songs were written by Bernard Fanning. Other musicians on the album are John Bedggood, John Marotta, Keith Duffy, Duane Billing, Matt Englebrecht, Chris Bosely, Tchad Blake, Ben Quinn and Stu Miller.