Though Sole had spent most of his career working with celebrated producers—primarily Alias, Odd Nosdam (of cLOUDDEAD), and JEL (of subtle)—by 2005 he had for some time been looking for a working relationship with a more exclusively focused yet also uniquely talented group of musicians. His solo instrumental work, released in 2005 on Morr Music and in 2007 on anticon as mansbestfriend, and his yearlong collaboration with half of Barcelona's Tortoise-like improvational outfit Twelve were aspects of this search. On tour with Dosh, Pedestrian, and Telephone Jim Jesus in 2005, fate landed the caravan at the tropical home of Bud Berning, an electronic musician and dub drummer then recording solo work as Skyrider. Intrigued by Skyrider's sound, Sole later returned to Orlando on a short tour of the Southeast and collaborated with Berning and two musicians who had recently joined the Skyrider fold. Not naturally attracted to music born of machines, Bud had only begun tinkering with computers while immobilized after a coma resulting from a traumatic collision in Mexico City in 2002. The two instrumentalists Berning recruited, Tennessee native John Wagner and omni-instrumentalist William Ryan Fritch, not only fleshed out Berning's sample-based ideas, but also added their own distinct musical voices. As Sole and Skyrider played, sparks struck, and Sole had the quickness of mind to immediately invite Skyrider to move to Flagstaff and record an album.