Patterson Hood's first solo record in over a decade was born out of a friendship with producer Chris Funk (The Decemberists). The pair would often perform together for fun and during Hood's solo tours, making far-off plans to make a record together.

They eventually went into Jackpot Studios in Portland. Many of the songs were composed on piano marking a bigger departure from his work with Drive-By Truckers than prior solo efforts. Guest appearances from: Waxahatchee, Wednesday, and Lydia Loveless.