Rubin, using the artist's Bang and early Uni albums as a springboard, encouraged Diamond to keep writing material over the course of a year. Once the two collaborators had plenty of material at their disposal that they felt strongly about, Rubin put together some of the same musicians he had used for Johnny Cash's "American Recordings" releases, including Tom Petty sidemen Mike Campbell and Benmont Tench, and encouraged Diamond to play guitar himself in the studio. The sessions were also the last ever performance by organ player Billy Preston, who died in June 2006.