By the time the band began recording the album, original trumpet player, Pat Gingras, had left and was replaced by Tyler Jones. Saxophone player, James Riley, had also decided to leave the band and, as a result, half of the album featured Riley playing saxophone, while the other half was recorded with new member, Pete Wasilewski, who had previously played alongside trombone player, Chris Rhodes, in the Connecticut band, JC Superska.
To support the release of the album, the band filmed their first music video for the song, "Pay Some Dues." The band also started touring outside of their usual local territory.
The album begins and ends with quotes from the movie Tapeheads. "This Song" has a hidden dialogue at the end of its nearly 20 minutes of track time (the actual song only lasts about four minutes), where the listener is scolded for listening to nothing up until that point.