Lucid Nation turned to Tia Sprocket, formerly of Sexpod, who was on a break from touring with Luscious Jackson. After the tour, the band (Spivey and Pontiac) invited Sprocket to write and record with them back in L.A. Spivey's former bass teacher, Margaret "Grit" Maldonado (bassist of Girl Jesus), began playing with them. Guitarist Danette Lee (formerly of Butt Trumpet) was also added when Sprocket arrived Christmas 1998. They began to record at Big Scary Tree in the Los Angeles Art District. Danny Goldberg's Artemis Records paid for mixes of several songs by Neil Perry. Faced with a decision between mixes made by Perry (who had worked with Nine Inch Nails and Smashing Pumpkins) or Nitebob (who worked with Iggy and the Stooges and New York Dolls) and Mike Barile (who worked with Candiria), they decided to go with the latter two and began mixing at Unique Studios on Times Square, where Tupac was shot.