The album's title is a reference to frontman Jason Lytle's desire to leave his home town of Modesto, California without any fuss, stating "[cats will] do that, almost out of respect and not wanting to put people out [...] because when the family cat dies, he doesn't make a big deal about it... He just disappears".
Lytle spent eighteen months recording the album at a studio in Modesto, California. Regarding the recording process, Lytle noted "During the one-and-a-half years that I recorded this album I lost my girl, my friends, my home, estranged my family, got sober, got wasted... I got too many things going on. The band breaking up only became a reality at the end of the recording. Many songs that people claim to be directly related to the band are actually directly related to other things I had going on."
The album does not feature any of the other band members, apart from Aaron Burtch who performed "most of" the album's drums. Lytle chose to credit the album to the band, stating "It's much more natural to imagine a band rocking out together than it is to imagine one frustrated guy at 4:30am in his boxer shorts and messed up hair, slaving over the same keyboard part for four-and-a-half hours. I recorded and wrote all of the music and the parts [but] I didn't want to distract the listener from whatever they needed to think when they heard the music."
Critical response to the album was positive. AllMusic reviewer Tim Sendra called the album "a fine epitaph".Mojo gave it three stars, as did Spin, who called it "equal parts bang and whimper".Billboard commented on the albums "more personal" lyrics and called the album "a worthy coda to a woefully under-appreciated band".The Boston Globe described it as "a gorgeous album that should be admired much like a fleeting sunny afternoon or a sad foreign movie viewed without subtitles".The Stranger gave it a three-star review, noting an "air of melancholic finality" and calling the songwriting "the best it's been since The Sophtware Slump".The Guardian called it "a sad record... but an inspiring one too".