Skeleton Crew had become the trio of Fred Frith, Tom Cora and Zeena Parkins when this album was made. The music here is richer, more rhythmic and fuller-sounding and the songs more developed than on their first album; this ultimately led to the band's break-up. Frith explained that "we actually started to sound like a normal rock and roll band so it seemed kind of pointless to go on at that point."
