After the first OSI album, "Office of Strategic Influence", was released in 2003, Jim Matheos and Kevin Moore returned to their respective projects. Matheos released the album "FWX" and toured with Fates Warning. Moore moved from Costa Rica to Istanbul, Turkey. In 2004, he released the third Chroma Key album, "Graveyard Mountain Home", and wrote the soundtrack (released as "Ghost Book") to the Turkish horror film "Okul". Matheos and Moore both had holes in their schedules, so decided to work on a second OSI album.