The album has several guest musicians, including Jen Wood, a solo artist formerly of the band Tattle Tale, and Jenny Lewis, then known for her work with Rilo Kiley. Wood had previously toured with Death Cab, and she and Gibbard were longtime friends. He invited her to contribute via e-mail, and the resulting session took only two hours. Wood provides backing vocals on "Such Great Heights" and "Nothing Better". Next, Gibbard phoned Lewis to gauge her interest, who was at that time recording with Rilo Kiley in Omaha, Nebraska. She excitedly agreed to join the project, and the two met for the first time when she picked Gibbard up from the Burbank airport. She recorded her contributions over a period of several days; on the final LP, over half of the album’s track listing features her backing vocals, which were recorded in Tamborello's bedroom. Additional recording on the LP took place at the Hall of Justice, a studio in Seattle's Ballard neighborhood, during the spring of 2002. Chris Walla, a member of Death Cab, had purchased the studio two years prior. Walla recorded the live accompaniment, and guested on piano on "Nothing Better".