Following the 1991 breakup of the seminal trio Galaxie 500, drummer Damon Krukowski and bassist Naomi Yang planned to retire from music; stung by the group's bitter disintegration and left without a label due to the bankruptcy of Rough Trade, after issuing a lone 1991 EP under the name Pierre Etoile, the couple opted to concentrate on running Exact Change, the small surrealist publishing house they founded the year prior. Occasionally, however, they dragged their instruments out of mothballs and wrote songs; soon, producer Kramer, who earlier helmed all three of the Galaxie 500 records, contacted the duo about cutting new material for his label, Shimmy Disc. After repeatedly turning down the offer, Krukowski and Yang finally agreed, and traveled to Kramer's Noise New Jersey studios to begin recording.