Fall 1996 had George holed up at Albacore Studios in Cave Creek, AZ, recording with an even more minimal amount of gear. With the comforts of home nearby, he worked long hours using just a basic rig for this album.

The centerpiece of this rig was a half-stack consisting of the 100-watt Mesa Boogie Dual Rectifier and a Genz Benz GB 412ST speaker cabinet. Acoustic guitars were played through a Crate CA-125D with built-in stereo chorus. For certain songs, George opted to use an old a Premiere amp, a 50-watt parlor-style boutique amp that he picked up at a local pawnshop. That amp had contributed to a "jangly" Vox-ish tones.

Effects were also kept to a major minimum with just the use of either a fuzz or overdrive with a Dunlop Rotovibe pedal. Delay was furnished by use of either George's Chandler Digital Echo, or his Lexicon PCM-41 Digital Delay or an old gray Echoplex tape echo. George always swears, "..it adds a certain kind of saturation."

Guitars on this album included a new addition to the Lynch signature series ESP line, the GL56 which looked like a battered 50s era strat, complete with cigarette burns and distressed finish on the body. Other ESPs in the room were Haji, the George Paul and the Vintage + S (with piezos in the bridge) for the acoustic clean sounds.