Phil Kakulas, the band's double bass guitarist, described the album, "My idea of going forward is actually going backwards. I like the idea of digging deep. That's why I really liked the covers album that we did". Rob Snarski, lead vocalist, chose "Everyone's Gone to the Moon" after hearing the Nina Simone version from her 1969 album, Nina Simone and Piano. Lisa Miller liked their version of "State Trooper" from Bruce Springsteen's 1982 release Nebraska. Snarski opined that if they were to do a second covers album, "Highway Patrolman" from the same album would be one of his choices – "What a great song about siblings, family, strength and loyalty". Ed Nimmervoll recommended the album, "Imagine Nick Cave trying to emulate Frank Sinatra and you're half-way towards an impression of the Blackeyed Susans' "style"". Other tracks include covers of The Crystals, Bob Dylan, The Velvet Underground, and, most poignantly, The Triffids. The Triffids were the previous band of David McComb, who had died in 1999 and was a founding member of The Blackeyed Susans.
