The EP was recorded at Pox Studios in Durham, North Carolina after the touring version of Portastatic got off tour from the Summer of the Shark tour. During the tour the band learned several cover songs to "keep [themselves] happy" while playing warm up gigs at a venue called "The Cave" in Chapel Hill, North Carolina. At the end of the tour they decided to record three of these cover songs for release on this EP. In addition to the cover songs they also recorded one new original song, "Autumn Got Dark" and a reworked "full band" version of "In The Lines" from Summer of the Shark.
In addition to the 5 songs that comprise the actual EP, the CD also includes eight bonus tracks taken from two separate radio sessions (one from WPRB in Princeton, New Jersey and one from WERS in Boston, Massachusetts).