The band formed in February 2010, when Arthur asked Harper to accompany him in the studio; Harper then asked Harrison, whom he had met at a skate park in Santa Monica, California, to accompany them. Upon arriving at the Carriage House studio in Los Angeles’ Silverlake neighborhood, the trio went on to write and record nine original acoustic songs. Harrison compared the trio’s collaborative process to his father’s stint in The Traveling Wilburys.
After recording the nine tracks, Harrison called longtime friend and drummer Jim Keltner to see if he would overdub on percussion. After a emotional talk Keltner agreed to come and overdub. Violinist Jessy Greene also participated in the recording.