 Clapp (guitar, vocals), Pries (bass), and Winther (drums) formed an energetic 3-piece in Redwood City, taking the fictional name from Clapp's first album.The orchestra played throughout the Bay Area and worked up new material for a second album, which they began recording at home on a four-track cassette recorder.Soon after, music critic Jud Cost introduced Clapp to local producer Jeff Saltzman, who took on the task of engineering and producing the record in a double-wide mobile home in Campbell, California called Mysterious Cove Studios.