The album was originally recorded during four days in 1981, when Renaldo and The Loaf were on vacation in San Francisco, but they were unable to finish the album before the duo went home. In 1983, during a time of financial crisis in the Residents' quarters, the half-finished album, with its gentle, tuneful sound, seemed like a financial lifeline, so the Residents decided to put vocals on the tracks and ready the album for release. Dave "The Loaf" Janssen was unable to get time off from work and just sent some tapeloops, Brian Poole came to San Francisco to sing and also participated in the instrumental overdubs.
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