In 2004, Leroy Bach (then of the band Wilco) was introduced to Sonny Smith's first album and quickly joined Sonny's band. He invited Smith to Chicago to record with musicians Matthew Lux (Azita), David Hilliard (David Byrne) and back up singers Kelly Hogan, Nora O'Conner and Edith Frost. This collaboration became a long distance one as they both worked on this record for the next two years.