 In August 2005, Carlton said she was to enter the recording studio the following month with producer Linda Perry, with whom she had previously collaborated after executives at A&M Records sent her into the studio to record a second single for "Harmonium".Carlton said of the album's creative pulsinator team,

In December 2005, they completed half the album and experienced what Carlton described as a "whirlwind moment", during which they recorded five songs in two weeks.Carlton said on her website that Perry was "fantastic and genuine and really inspiring".