Born in a northern suburb of Chicago and now residing in Milwaukee, Mangione is no stranger to movement and change. Following the 2005 release of There and Back, which charted CMJ at number 16, Mangione has logged approximately one hundred and fifty shows per year throughout the country including such notable performances as SXSW, Midwest Music Summit, Chicago's Mobfest, and Milwaukee's Summerfest. He has opened for performers like Jamie Cullum, The Samples, Will Hodge, Jacks Mannequin, Lifehouse, Brian Vander Ark, and Michael McDermott. Through his travels Mike met with producer Duane Lundy (The Apparitions, Scourge of the Sea, The Parlour Boys, Vandaveer, Martha Berner) and the two quickly developed a relationship. "Duane and I had a lot in common in terms of musical influences. We had the same vision for the album and decided to record as much as we could live, with very little overdubbing, so that the performances could breathe and bleed together - literally bleed together into the microphones."

The two began recruiting for the sessions, pulling from their catalog of contacts. Mangione co-wrote and arranged most of the music with his brother, Tom, and called on him to do all the lead guitar work. Over the years, furthermore, Mangione had developed a relationship with the band, The Samples, and recruited Samples keyboardist, Karl Dietel. Lundy brought in Robby Cosenza (The Apparitions, Scourge of the Sea) to play drums. John Collins, a Chicago-scene veteran who had recently begun playing upright bass for Mangione on the road, was an appropriate fit for the album, rounding out the rhythm section.

Just as the band started to come together, Mike had an auspicious experience. "I was sitting at mass in Milwaukee and heard this young guy playing cello; it blew my mind. It was such a compelling and moving instrument, I knew I had to add it to the band." Mike promptly recruited 19 year-old Patrick Hoctor, a student in Milwaukee to become the band's cellist. Soon thereafter, Kristina Priceman, a 19 year-old violin student also in Milwaukee, joined the band to complete the group. For two weeks the Mike and Co. recorded in a converted warehouse in Lexington, Kentucky. "That was probably the longest length of time I have spent in one place in quite some time," Mangione quipped. Immediately following the completion of the album the band resumed its extensive touring.