This recording was made in Tepoztlán, Morelos, México during January and February of 2008. A temporary studio was created in a mountain villa — known for Aztec Magic and Extra-Terrestrial Sightings — called Valle Místico. The album was produced by Conor Oberst with much help from engineer and long time associate Andy LeMaster.

A special band was assembled for the recording, known amongst themselves and to friends as The Mystic Valley Band.