The Rockfords features members of Goodness and Pearl Jam. The album was recorded in 1999 at Studio Litho and John & Stu's Place in Seattle, Washington. Studio Litho is owned by Pearl Jam guitarist Stone Gossard. The band worked with producer John Goodmanson, who also mixed the album. Vocalist/guitarist Nancy Wilson of Heart contributes guest vocals on the track "Riverwide". Theresa E. LaVeck of Allmusic called the album a "compelling, if uneven, collaborative effort."