Prior to forming My Morning Jacket, Jim James was the vocalist and guitarist of Month of Sundays. Songwriting duties were shared between him and guitarist Aaron Todovich. Sadly on November 14, 2003, James received the news that Todovich, who had been on antidepressants since the age of 15 had committed suicide and both this mournful album closer and "What a Wonderful Man" were penned in response to the loss. James told Mojo magazine December 2011: "When we recorded Dondante, I feel like the friend we wrote it for - who'd been so sad, in tons of pain - was in the room with us. He manifested in the song. We were all crying as we were playing."
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.