In the interval since the 2011 release of Cloud Nothings, Baldi toured widely and put a great deal of focus on his live show. After playing the same sets nightly for months on end, Baldi saw the rigidity of his early work, and he wanted to create arrangements that would allow for more improvisation and variability when played on the road. To accomplish this desired malleability, the entire band decamped to Chicago where the album was recorded with Steve Albini. In setting out to do so, Baldi and co. Have created an album that shows vast growth in a still very young band.