Stuart Murdoch recalled the recording process for this album felt very different than the previous two. The group spent several months working on it versus the previous albums which were recorded in just a number of days. The music itself was somewhat more experimental as well as more collaborative with some tracks written by Stevie Jackson and Isobel Campbell and more members of the group contributing vocals. The album's cover photo was taken by Murdoch and shows band member Chris Geddes.
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Vocalist Aidan Moffat and multi-instrumentalist Malcolm Middleton grew up in Falkirk , Scotland,  and bonded over their mutual love for Drag City recording artists such as Smog and Will Oldham who at the time recorded under the name Palace Brothers. They began collaborating in , and their debut album, The Week Never Starts Round Here , was released the following year. At this point Gary Miller and David Gow joined the band and became the rhythm section, creating a more dynamic live experience when the band started touring.