The debut album by Team Sleep was supposed to be released in 2003 but was scrapped due to the premature leakage of demos from the album onto the internet. The band split for a brief period of time before joining together and making material for a new album. Issues with Maverick Records as well as commitments with other projects (most specifically singer Chino Moreno and his band Deftones) delayed the release of the album numerous times. It wasn't until early 2005 that the official May 10 release was announced for the States with the announcement of a new track list and a band site on Maverick's web site.
Some of the songs presented on the new album are altered or re-recorded versions of older Team Sleep songs. For example, "Ever" is actually one of Team Sleep's oldest songs, originally titled "Cambodia" and later "Foreign Flag". "Live from the Stage" is a restructured version of the original Team Sleep song "Natalie Portman". "King Diamond" appears remastered, with Mary Timony contributing extensive call-and-response vocals. "Tomb of Liegia" is a little-changed update of leaked song "Ligeia", also featuring Timony. The title of the song references Edgar Allan Poe's short story, "Ligeia", and its Roger Corman/Vincent Pricefilm adaptation, while the lyrics are more broadly Poe-esque.