After the success of TWILGM, the Caucasian Boys scheduled another weekend of music in 2000. This time, they met at Matt Pool's house in Dallas. He was purchasing and remodeling a new home on Chevy Chase in Dallas, so the band cleared part of the house out and turned it into a makeshift studio.

The album was recorded on Pool's digital 4-track, and mastered onto a borrowed mini-disk player. That minidisk was then taken back to Kerr's studios, and remastered for EQ, echo, etc.

Kerr and Tim arrived first, and began recording with Pool. The instrumental track "Shaft and the Two White Boys" came from the early session, as well as "Rock & Roll Indian," which was a jam that Pool added lyrics to.

The band also recorded several other instrumentals for the album, which wound up all appearing as part of the "Great White Kitty" soundtrack. The movie was going to be a Monkees-esqe farce starring the band. However, it was never made, which was probably for the best. Click here for the band's pitches for the movie.