Parks has reflected harshly of the album years later, describing it as "brain dead". He added, "That album was done at the nadir of my entire life. Psychologically I was in a terrible state, I was despairing. My best friend had just died – my roommate, he was my roommate. We scattered his ashes at sea, and they flew back into our faces... a terrible, terrible insult. I was grieving, I'd just been divorced, I'd just left Warner Brothers in disgust as I didn't want to be a corporate lackey, didn't approve of record business practices - you know, what can I say? 'Lost my job, the truck blew up, my dog died.'"
The title is taken from a poem by Parks' great-uncle Will Carleton.