Produced by childhood friends Joti Rockwell and Nathan Church Hubbard, Rockwell Church documented many albums for Compass. Both examined music in early stages, and first documented as the two had been attending university (Haverford and Princeton, respectively). Those recordings had been released separately as In . from the bottom, which gained them praise in the Washington, D.C. community and an area over the AWARE III compilation. Following a nationwide tour (where they opened up for Taj Mahal and Marc Cohn amongst others), the duo agreed upon with Compass Information and released their second record, With the Fall in 1997.