Based outside of Glasgow, The Twilight Sad formed in late 2003. The band played a couple of gigs at the 13th Note in Glasgow, creating half hour-long pieces of music using guitars, bass, drums, theremin, tape loops from films and old folk/country songs, effects pedals, toy keyboards, thumb pianos, saws, computer games and a lot of noise in an attempt to try and discover a sound they could call their own and continue to develop. After these two shows, they rejected many gig offers, and became a more reclusive unit, spending any spare time they had in the studio focused on writing and sculpting away at new material.

In September 2005, they wrote four songs they thought gave a relatively good perspective of the band, and went into a local studio to record them, producing it themselves. Staying in the studio for many nights, they used a 24-track desk to build layer upon layer of sound, trying to get the best representation as possible. Thinking that the CD they came out with showed little more than some kind of raw potential, they posted it down to FatCat as a demo. After receiving a positive response and a request for more tracks, the band continued to expand on their song writing and kept regularly in contact with the label. Instead of paying for more studio time they began to make lo-fi recordings in bedrooms, bathrooms and their own rehearsal space, developing a more folk/experimental/noise sound. In mid-May the band came down to Brighton to meet the label and played on the bill of a FatCat night on the pier alongside The Mutts, Charlottefield, The Rank Deluxe, and fellow Glasgow band, The Frightened Rabbit.

Where the band's recorded sound is layered with many melodies, their live sound is a more intense experience which replaces the intricacies of the recordings with a more visceral wall of noise.