Made in conjunction with jazz pianist Matthew Shipp and the group for which he is artistic director, The Blue Series Continuum, the album is a striking departure from El-P's usual style, almost completely eschewing conventional ideas of hip hop in favour of electronically-tinged jazz fusion compositions, bordering on the avant-garde.
The album was created by the Blue Series Continuum improvising to original compositions by El-P, which he then manipulated and restructured. It enjoyed generally very favourable reviews from both the hip-hop and jazz worlds, as well as from more mainstream critics independent of both scenes. The album is part of an already extensive series of such collaborations (the "Blue Series" of the name) on the part of the jazz group.
One track, "When the Moon Was Blue", features vocals from El-P's father Harry Meline, also known as Harry Keys, himself a jazz pianist.