By late 2008, Helix began working on a new studio album, their 12th, following up "A Heavy Mental Christmas". These recording sessions coincided with another new Helix lineup: In February 2009, Brent "The Doctor" Doerner joined the band for the third time. Sean Kelly, singer and lead guitarist of Toronto's Crash Kelly, joined as the new bass player. Brent Niemi was replaced on drums by former Sven Gali member Rob MacEachern, who had actually played drums on "Get Up!" and "The Power of Rock and Roll" in Niemi's absence. Jim Lawson remained on guitar, VanDyk having departed to make room for the returning Brent Doerner. Work on the new studio CD progressed with Sean Kelly co-writing and co-producing.