The album boasts over 25 musicians on it, most of whom contributed to the orchestral and choral backing of the album. These parts were recorded at Yale University as well as other locations in New Haven, Connecticut over a period spanning five months and were chopped up digitally to create the backings of the album. Dave Longstreth then overdubbed his own vocals, guitar, bass, and other instruments to create the songs on the album. Although the lyrics have been described as gibberish, the words actually do tell a narrative beginning with Don Henley contemplating suicide, and ending with a new installment of Longstreth's songs involving brown finches.