When Alice in Chains guitarist Jerry Cantrell released his debut solo album in 1998, MTV News assumed the heart-wrenching acoustic track "Hurt A Long Time" was about "the wreckage left behind by Kurt Cobain's suicide" - a theory that prevailed among fans for several years. Cantrell, a fellow Seattle rocker, met the Nirvana frontman a handful of times before Cobain killed himself in 1994, but he wasn't the inspiration for the tune. Cantrell told Inked Magazine in October 2009 that the song is actually about the suicide of his cousin Kevin.
The album is named for the ghost town in Oklahoma where Cantrell's father grew up. The album cover shows the muddied artist standing in Clear Boggy Creek. He explained in a 1998 interview how the locale inspired him: "As I was writing for the album, I actually made a few trips to Oklahoma. I would drive my truck down to the edge of the river where we shot the cover of the album. I wrote quite a few of the lyrics there. And I just had this [vision] of me with mud all over myself. It was kind of like an Apocalypse Now/Martin Sheen type of thing. It just fit the vibe of the stuff I was writing."
Cantrell started working on the album in 1996, shortly after Alice in Chains opened for the first Kiss reunion tour in Detroit.
Phil Oakey recorded his vocals for "Don't You Want Me" in the studio bathroom. The recording was disrupted by guitarist Jo Callis reaching through an open window from outside to repeatedly flush one of the toilets.