after hearing matthews's demo, carter agreed to spend some time playing the drums, both inside and outside the studio. matthews also approached leroi moore, another local jazz musician who often performed with the john d'earth quintet, to join them. the trio began working on matthews's songs in 1991. matthews recollects that, "...the reason i went to carter was "not" because i needed a drummer, but because i thought he was the baddest thing i'd ever seen and leroi, it wasn't because i desperately wanted a saxophone, it was because this guy just blew my mind. at this jazz place i used to bartend at miller's, i would just sit back and watch him. i would be serving the musicians fat whiskeys and they'd be getting more and more hosed, but no matter how much, he used to still blow my mind. and it was the sense that everyone played from their heart. and when we got together and they asked, 'what do you want the music to sound like?' i said, 'i know this is a song i wrote and i like what you guys play, so i want you to play the way you react to my song.' there was a lot of breaking of our inhibitions."