Charles Normal, a longtime producer and musician, got the idea for the album while living in Oslo, Norway, where he wandered into a thrift shop and came across the Hazlewood album. A casual listen evolved into the idea of reworking some of the songs, potentially for his own shows. But as the project continued, Normal eventually decided to recreate the entire album.
In the fall of 2009, a singer/songwriter named Holly Brook holed up in a cabin in the Oregon woods. She was interested in branching out beyond the soft coffeehouse pop of her debut, "Like Blood Like Honey," recorded a few years prior.