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The album was recorded in Buddy Miller's home in Nashville in May 2012. Thompson took his stripped down "electric trio" band (himself, bass player Taras Prodaniuk and drummer Michael Jerome) to the sessions. Miller produced, played some rhythm guitar parts and brought in some local players to augment the trio, notably Stuart Duncan and Siobhan Maher Kennedy. The bulk of the recording was finished in two weeks, with Miller overdubbing Alison Krauss's vocal parts on "The Snow Goose" later on.
The tracks were recorded on 16-track tape before being digitised for further manipulation in Pro-Tools.Upon release, the album peaked at number 16 on the UK Album Chart and number 75 on the Billboard 200, making it the highest charting album of Thompson's career in either country.
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