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The album was recorded in the Spring of 1991 at Happy House Studios, the second floor of an apartment in Buffalo, NY, which was owned/operated by Andrew Buscher. Over ten evenings, the album was recorded and mixed. The band used sixteen track audio for the recording and used overdubs for vocals and solos. The band's original drummer, Ray Schwartz, left the group between the tracking and mixing in order to attend graduate school in New Paltz, NY. Soon after the album was finished, the band took on Jim Loughlin as their new drummer.
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