Nine of the eleven tracks on this album are re-recorded versions of songs that first appeared on 2000's abandoned project now known as The Lillywhite Sessions. "Where Are You Going", which was not from those sessions, was the first single. It was also an Enhanced CD.
Recording the Album
Work on the album began in January 2002 at Record Plant Studios in Sausalito, California. The band had been road testing much of the material from the failed Lillywhite Sessions and felt that these songs deserved a spot on the album. Matthews reworked many of the lyrics while the rest of the band continued to evolve the arrangements. Through the recording process, two new songs were created: "Where Are You Going" and "You Never Know".
This is the first album the band has recorded without any special guests.