and Greta Brinkman (of Moby's backing band) was on bass. Larry Schemel of "Death Valley Girls" and "Midnight Movies" played guitar. Diane Naegel was recruited on keyboards and Lucid Nation recorded the whole album in Tacoma, Washington at Uptone Studio. There were no rehearsals, and Naegel had never played with a band before. The band recorded fifty-two tracks, thirty-two of which ended up on the album. Recording ended on September 10, 2001 and several of the songs foreshadowed 9/11 including the phrase "homeland security" and the chorus "everything's falling down" from the song "Fall." After some rearrangement, the songs were revealed to depict a story about a girl who realized the hypocrisy of her town, her family, and herself.