Oklahoma-raised TJ McFarland moved to LA to lay the foundation for what would become his first musical project produced by Pride Hutchison and Michael Dumas. Enlisting the talents of Dwight Yoakam's and Lucinda Williams' bands along with other notables including Waddy Wachtel, 11 songs (all written or co-written by McFarland) were recorded. The result, according to Explosive Records partner Scott Hutchison, is an eclectic mix of folk, rock and West-coast country, stylistically between Blonde on Blonde-era Dylan and Exile on Main Street-era Stones.