All of the songs were written by Avey Tare (David Portner) from 1997 to 1999, except for "Penny Dreadfuls" which was written when he was 16 years old. The process was strongly inspired by his move from Baltimore to New York, which he described as a "dark time" with Brian Weitz (Geologist) being his only friend in the city. Portner and Panda Bear (Noah Lennox) recorded the acoustic guitar and the drums live onto a Tascam 48 eight-track reel-to-reel in Portner's bedroom in Maryland during the summer of 1999. The piano songs along with overdubs were recorded in Portner's parents' living room.