The recording of the album was somewhat spontaneous. Doiron and Squire had a few days between a recent tour and an upcoming recording session in Olympia, Washington, and made a surprise visit to Phil Elverum in Anacortes. Although Elverum was reluctant to ask the two to record an album, the three decided to do so and quickly recorded the album.
Elverum considers Doiron his favorite singer, and says recording with her was a "dream come true" for him. She was a member of Eric's Trip, an indienoise pop band from the early 1990s, and has since recorded numerous solo albums. Elverum considers Eric's Trip his favorite band of all time, and says the band is "the reason why I got into playing music". On The Microphones' 2000 album It Was Hot, We Stayed in the Water, he covered the Eric's Trip song "Sand" from their 1993 EP Songs About Chris. The Microphones song "I Felt You", from the 1999 album Don't Wake Me Up, samples the Eric's Trip song "May 11" from the 1993 album Love Tara.
A different version of the song "With My Hands Out" appears on Mount Eerie's 2004 release Seven New Songs, and other tracks later appeared on Dawn, released on 1 November 2008. The track "Voice in Headphones" on this album reprises the chorus from Björk's song "Undo", over a different verse. Elverum had previously covered Björk's "All Is Full of Love" on the 2001 Microphones album Blood.
The album was included in Pitchfork Media's "Best New Music" on 14 October 2008.