The album was recorded at Arlyn Studios in Austin, produced by Crockett and his long-time collaborator Billy Horton. It was recorded live to tape, with anywhere from 6-12 musicians and backup singers on each track, giving the songs the feel of a live performance. It's a sound Crockett has been after for years. "Reason I cut it on tape is because when you got the right people in the room, and the great players rise to the occasion when that red light is on and the tape is rolling, you get the magic of a great performance."