After over a year of touring in support of 2005’s Swallowing The Pill SouthFM regrouped in the rehearsal room to begin work on their third album. Mainstays Paco Estrada (vocals), G.I. Sanders (guitar), Chad Abbott (guitar), and Dave Shafer (bass) were joined by a new drummer, Tabber Millard, and keboard player, Travis Webb, as the writing process began. The majority of the tracks took shape over the course of a two day recording session in October 2006 at Indian Trial Studios in Krum, Texas with engineer Alex Gerst. A few additional songs were demo-ed at home and in the rehearsal studio during the writing phase leading up to the session at Indian Trails.These recordings are rough drafts of what would have become either a full length album or at the very least an EP to be released some time in 2007. The plan was preempted however as the band dissipated shortly after these recording sessions.