The “drawing board” consisted of Gray's electric and acoustic guitars (Martin, Lauden and Gibson), an Electro-Voice D257 microphone, a 4-track, an Akai S3000 sampler and a Roland Groovebox synth. (“About half the sounds on the album come from the Groovebox,” Gray explains.) Without a recording contract or a proper studio, Gray and his drummer and sometime bassist Clune began “messing around,” without any intention of making an album. “I was writing a lot of stuff, all kind of miserable, trying to get something going again, trying to find out what I was doing,” he says.

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