By the time the band began recording the album, original trumpet player, Pat Gingras, had left and was replaced by Tyler Jones. Saxophone player, James Riley, also decided to leave the band and, as a result, half of the album features Riley playing saxophone, while the other half was recorded with new member, Pete Wasilewski, who had previously played alongside trombone player, Chris Rhodes, in the Connecticut band, JC Superska.
To support the release of the album, the band filmed their first music video for the song, "Pay Some Dues." The band also started touring outside of their usual local territory.
The album begins and ends with quotes from the movie Tapeheads.
"Big Stone Cowboy" (Jones, Pellegrino, Rhodes) – 2:16
"This Song (Has Probably Been Played Before)" (Ragona, Pellegrino, Omonte) – 19:55
* The final track ends at minute 4:18. After fifteen minutes and thirty seconds of silence, drummer Dave Karcich states "You fast forwarded a half an hour for nothing. How do you feel?".
