Madlib wanted to record with Doom. The label found the guy, brought him out to the house in the east Los Angeles hills where they were based at the time. Most of the tracks were written and recorded there, Madlib making beats in a former bomb shelter downstairs, Doom writing on the back porch and recording in a bedroom.

"Meat Grinder" and "Figaro" were made in the first couple days - songs lit, in the booth, with the best host / doing bong hits on the roof out in the west coast. Madlib and Egon were in Brazil after the first round of tracks were put together, which Madlib bought to listen to on a CD-R. He made a few more beats out there which would end up on the album, using a portable record player, an SP 303, and a borrowed cassette deck.

Meanwhile, some sad-sack jackass burned a copy of the demo and decided to post it on the internet - wasn't even tweaked and it leaked into cyberspace / couldn't wait for the snipes to place / at least a track list in bold print type face. Declaring the album "already out," the artists more or less gave up on the record and it took months to bring them back to the project.

Verse 2 of "Rhinestone Cowboy" was written and recorded over 6 months after the first verse. Sometimes he rhyme quick, sometimes he rhyme slow, or vice versa / Whip up a slice of nice verse pie, hit it on the first try. Be wary of the "first try" claim - Doom tweaked and perfected his lyrics and delivery several times through late 2003.