Matheos originally intended the first OSI album as a "project" which would never produce a second album. For "Free", Matheos and Moore wanted to use a different musician lineup to focus OSI on primarily being Matheos and Moore. They did not want to give the impression that the guests on the first album were part of the band. Matheos stated that the music on "Free" was "focused less on the progressive elements or the metal elements that were on the first record. We thought we could do something just a little more groove oriented." Matheos and Moore had both worked with bassist Joey Vera in the past and considered him "perfect" for the album. Moore was pleased with Vera's bass parts: Vera sent them to Moore in a state such that they required very little editing or enhancement for the final mix of the album.