Ultramagnetic MCs member Keith "Kool Keith" Thornton was seeking a new project after the release of his group's third album, "The Four Horsemen", in 1993. Keith and producer KutMasta Kurt – who were working on a variety of demos together – recorded two songs called "Dr. Octagon" and "Technical Difficulties". Thornton mailed the songs to radio stations as well as giving copies to several DJs and record producer Dan "The Automator" Nakamura. This led to Nakamura's role in producing the album. "Dr. Octagonecologyst" was recorded in Automator's studio in the basement of his parents' San Francisco home.