A band with many chapters and an everchanging sound, Shudder to Think's story began in 1986 in Glover Park, Washington DC. Bass player Stuart Hill and drummer Mike Russell had just recruited Chris Matthews to play guitar in their fledgling hardcore band Stüge (1984-86) when they suddenly found themselves in need of a new singer as well. Matthews suggested his friend Craig Wedren for the role. At the audition, Wedren's style clashed with the style of the band's previous singer, but the group all sensed that they might have stumbled into a "chocolate-in-my-peanut-butter" situation with intriguing potential. The group changed their name and headed into new territory.

Side A of this LP is comprised of five songs from one of their first recording sessions together. The tracks chosen are songs that were only released on demo tapes, never to be re-recorded for future proper releases (this version of "Too Little, Too Late" did appear on the local punk compilation FR-5 in 1987).

Side B consists of four tracks that were originally released as their first 7-inch release, the It Was Arson EP, a split release by Sammich/Dischord Records. Included at the end of side B is a version of "Take The Child" from this session (later re-recorded for their first album in 1988).