In a 2003 interview with "Pitchfork", Marshall explained the album was recorded "Sporadically. While I was traveling...Adam was working on other things, and I worked on his schedule. He'd get these really nice studios, and when he had off time we'd go in and then try to remember what we did like two months ago and pull that tape up. I'd be like, 'Uh, no, I wanna do something new,' and then I'd write a new song. So it basically worked like that-- every few months getting together and essentially writing new songs." According to Marshall, Kasper helped her decide which of the 40 songs they recorded should make it onto the album.