The album was recorded at Steve and Charlene Ripley's farm-to-studio compound in northeastern Oklahoma. After Steve's passing, Charlene flirted with the idea of selling the studio property, so Fullbright mobilized quickly to ensure he was able to record there before it changed hands. He threw together a band made up of, as Fullbright calls them, 'the usual suspects.' Anyone fleetingly familiar with Oklahoma music will recognize the roster, which includes Jesse Aycock, Aaron Boehler, Paul Wilkes, Stephen Lee, and Paddy Ryan, all of whom are in more bands than seems possible. Along with a few more friends stopping in to lay down takes, they finished the songs and tracked the album with engineer Jason Weinheimer in a whirlwind four days.