Prior to commencing work on their third album, "Dominion", the band underwent significant line-up changes with only core members Veronica Freeman and Pete Wells remaining. Benedictum would also leave their original record company, Locomotive Music, and sign a new deal with Frontiers Records. Due to Jeff Pilson's commitments with Foreigner, main producing duties for the new album were handled by Grammy Award winning engineer/producer, Ryan Greene, whose credits include Megadeth and NOFX. Pilson and Craig Goldy would make guest appearances on the album as did legendary bassist Rudy Sarzo on the song "Bang". Continuing the tradition of covering at least one classic track on each album, the band cut "Overture" / "The Temples of Syrinx" / "Grand Finale" off of "2112" by Rush, which is featured as a bonus track.