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McWilliams wrote and recorded many of the songs on the album in a studio on Gore Street - a red-light area in Auckland. According to a biography of Cake, the album was influenced by this environment, including "incessant street brawls, strip club pop, and Doobie Brothers hits played by the covers band in the 24-hour bar downstairs." The album includes instrumental tracks such as "Airshow" and "You're Watching Me", and vocal tracks such as "Secret Girl" described by McWilliams as a comedy song that 'came out serious'.
Reception
The album was included in the 'best of 2005' list by The Clientele for Pitchfork Magazine. It was also included in the 2010 list of 'the best NZ albums I've ever reviewed' by Simon Sweetman. Cake was nominated for 'Best Producer' for his work on the album at the 2005 bNet New Zealand Music Awards.