The album is the follow up to her hit critically successful album Driftwood and includes the single and live favorite 'Little Too Late.' The band recorded the album at Mission Bells Studio, the San Francisco studio which Bluhm's husband and bandmate, Tim opened in 2006, in partnership with recent Black Crowes addition Jackie Greene and engineer Dave Simon-Baker. The material for the album is all new, written since the release of Driftwood, and Bluhm explained that the four songwriters in the band, including herself, Tim, lead guitarist Deren Ney and rhythm guitarist Dave Mulligan, all contributed pieced to the album.