Okkervil River came together in 1998: Singer and songwriter Will Sheff, drummer Seth Warren, and bassist Zachary Thomas. They played a few shows and self-released an EP before a label called Jagjaguwar showed interest and released their debut album "Don't Fall In Love With Everyone You See" and the follow-up "Down The River Of Golden Dreams". However, success was a long time coming. By the end of 2004, the money ran out and a tough touring schedule had taken its toll. Seth Warren moved to California and bassist Thomas wanted to spend more time with his family. Will Sheff vowed that if he couldn't find an audience for his songs, he would never want to play music again. With new drummer Travis Nelsen and bassist and multi-instrumentalist Howard Draper, he recorded new material that was marked by a romantic undertone and by a tumultuous relationship Sheff was in at the time.