At the time of recording The Exquisite Death... in June 2005, Matthew Doty (guitar, keyboards) was still working with line-up changes, keeping Stephen Roessner (drums, percussion) and Matthew Stone (guitar) as the only full-time members of the live group. It was not until the band's spring 2006 Japan tour that William Stichter (bass) and Oliver Chapoy (guitar, keyboards) came on board full time. The sound of this new, five-member group was what Saxon Shore wanted to capture with a new album.