Guitarist Michael Rothmeyer and keyboardist TK Major met on the coffeehouse circuit in and around Long Beach, California, in the early 90's. Both were using the relatively primitive digital delays of the day to layer complex soundscapes in live solo performances. It may have been only a matter of time before the powerful magnets in that primitive gear pulled the two musicians together for a jam session. Happily the tape machine was turned on and the three long improvisations that Rothmeyer and Major played that day (February 6, 1993) became the three tracks comprising the album