After the problematic production of the Sweet Talker soundtrack album, Thompson was disinclined to do any more movie soundtracks. However he relented in this case, agreeing to work with director Werner Herzog whom he respected and with long-time friend and occasional collaborator Henry Kaiser producing the soundtrack.
The soundtrack - with the exception of one song - was recorded in just two days with Thompson and the other musicians largely improvising to specific scenes from the movie whilst Herzog watched from the control room. The one exception was the last track, Coyotes, a previously recorded performance by Don Edwards. The purchasing of the rights to include that recording accounted for the lion's share of the budget for producing the soundtrack.
Apart from the Edwards track and one track that features a voice over from Timothy Treadwell's tape diaries, the music is all instrumental and is frequently haunting.