The album is a songbook record of music by the late singer, songwriter, and guitarist Elliott Smith. Featured musicians include singer/guitarist Daniel Rossen (Grizzly Bear); singer/mandolinist Chris Thile (Punch Brothers, Nickel Creek); bassists Felix Moseholm (Brad Mehldau Trio, Samara Joy) and John Davis (who also engineered and mixed the album); drummer Matt Chamberlain (Fiona Apple, Tori Amos, Randy Newman); and a chamber orchestra led by Dan Coleman, who also conducted on Mehldau's 2010 album 'Highway Rider'.