It's been a decade since MF DOOM and Madlib got together for this album, meeting for the first time at the house in Los Angeles where Stones Throw operated from, and where Madlib worked from a studio in a former bomb shelter. They recorded two demos the first week they met – "Figaro" and "Meat Grinder," and then a handful more a short time later.

Madlib first patched these demos together for personal listening while on a trip to Brazil. While there in Sao Paulo, Madlib created more music which would eventually land on the album, using the only equipment available: a portable record player, an SP 303 and a borrowed cassette deck. It was also on this trip where the demo cut of the album leaked, an experience which soured the artistic process for both the producer and the MC to the extend that it took about a year to coax them back to finishing the record.

The album release in March 2004 was both controversial and highly acclaimed, helping expose the two artists to a large audience for the first time. Artistically, Madlib and DOOM both did was what completely natural to them – obscure lyrics, dusty beats, ignoring hooks, weaving themes that bounced unexpectedly from dark to comedy, all produced with a disregard to the big studio sound. It was the antithesis of the pop rap formula, and yet effortlessly soulful and true to it's hip-hop influences.