The album is a long-distance collaboration between Gibbard, who lived in Seattle, Washington, and Tamborello, who resided in Los Angeles, California. The duo named the project for their working method: the pair would send demos on burned CD-R's through the mail, adding additional elements until songs were complete. The LP's sound contrasts manipulated samples and keyboards with live guitar and drums—a sound some have described as "indietronica". Tamborello was responsible for the programming, while Gibbard wrote lyrics, provided vocals, and contributed additional instrumentation. "Give Up" also features guest appearances from vocalists Jen Wood and Jenny Lewis, as well as musician Chris Walla.