The record, which went under 'Mysteries of the Old Soul' as a working title, was recorded during the summer of 2007 in the Catskill Mountains, in a "house inhabited by spirits" and located next door to the home of the original Uncle Sam. Announcement of the finishing of the record was first announced on the band's website, where this message was posted:
The record is done! Much more info on that coming soon.
A more formal announcement was made on May 29 by JamBase.com, which officially announced the album's title Shall Noise Upon and the tracklisting. The album includes Drug Rug, Edan, Viva Viva, and White Flight as guests.
The opening track, "Breeze", was featured near the end of the film Whip It, and appears on the movie soundtrack. The song "We Are Born When We Die", appeared on the TV show Breaking Bad, during the 12th episode of the fourth season.