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During the production of Pearl Jam's Vitalogy, guitarist Mike McCready went into rehabilitation in Minneapolis, Minnesota, where he met The Lamont Cranston Band bassist John Baker Saunders.In 1994, when the two returned to Seattle, they formed a side band with Screaming Trees drummer Barrett Martin. Immediately the trio set up rehearsal time together and began writing material. McCready then brought in friend and Alice in Chains frontman Layne Staley to round out the line-up. McCready had hoped that being around sober musicians would push Staley to get himself sober.

The album's gloomy, black and white cover art was illustrated by Staley. The drawing was based upon a photograph of Staley and his then-fiancée, Demri Lara Parrott.