In the fall of 2010, when Douglas McCombs convened a new version of the band, Brokeback hadn't played a live show for more than two years and had not recorded any new music for eight. The band, a long-running side project for Tortoise and Eleventh Dream Day's Douglas McCombs, had stiffened up, sometimes getting lost in a welter of meticulously constructed electronics. McCombs's idea was not to start over, exactly, but to start fresh, approaching similar harmonic content from a different direction, taking into consideration the perspectives of the three new guys, Pete Croke (Tight Phantomz, Head of Skulls!, Reds and Blue), Chris Hansen (Pinebender, Head of Skulls!), and James Elkington (the Zincs, the Horse's Ha)."