This album is very different than the first Goldwater EP. While this album still features the songwriting and musicianship of Thane Thomsen, each song is enhanced by the singing and/or cello playing of Melissa Nelson. The original cast of Goldwater is involved, including Scott Hall, Brian Marchese, Henning Ohlenbusch, and Matt Cullen. In addition, Bruce Tull contributes pedal steel guitar on two tracks, and acoustic guitar and bass on another. Mike Wyzik adds glockenspiel and percussion on one track. This album also features two covers, "Friends" by Northampton, Massachusetts, songwriter Lesa Bezo, and "Winter Now" by the great British band Broadcast.