Let's Go Sailing, from Los Angeles, is full of rainbows and fairies. But it also has a darker side...It is full of lost and neglected stuffed animals found at the side of the road." In November of 2002, Shana Levy left indie pop outfit Irving to pursue Let's Go Sailing. She asked friends Tanya Haden, Nikki Monninger, Brent Turner and Byron Reynolds to work on an album's worth of material and soon enough they began recording a demo with Chris Chandler (Flaming Lips/Modest Mouse/Elliott Smith) and Rod Cervera (The Rentals/Weezer).