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The decision to cover the Pussy Cats album, which is a band favourite, started off as a joke that evolved into a full-fledged album released only 5 months after their previous record, A Hundred Miles Off. The album also served as a last project for the band's studio, Marcata Recording. Marcata, which band members Matt Barrick, Paul Maroon and Walter Martin built in 1999, was located in a building owned by Columbia University, which took the property back in 2006. The making of the album, which took "about ten days," was filmed by Norman "Rockwell" Coady and the footage was made into the documentary In Loving Recognition, included on the album's accompanying DVD.