The unique pairing of the tonal feedback duo Stars of the Lid and NYC minimalist line painter Jon McCafferty. McCafferty (best known for the cover art of R.E.M.'s Green album) approached Stars of the Lid in the summer of 1995. McCafferty had done a series of paintings influenced by Stars of the Lid's Music For Nitrous Oxide. After discovering the similarity in McCafferty's paintings to the colors of sound in Stars of the Lid, Adam Wiltzie contacted McCafferty and collaboration began. In an attempt to blur the distinctions between the mediums, Wiltzie has incorporated the sounds of Jon McCafferty painting in his studio into the music. In arranging this recording, the acts of the visual artist have become sound worthy -- they determine a context and become music.