Trippy rockers Sleepy Sun began in 2005, when a group of UC Santa Cruz students formed the bluesy garage-rock act Mania. However, the band's music gradually became more expansive and eclectic, and by 2007, they were known as Sleepy Sun. Rachel Williams of another Santa Cruz act, Birds Fled from Me, saw the band's first gig as Sleepy Sun and wanted to join the group; after sitting in with the band at a gig, they invited her to record with them in Canada, where they were working on their debut album with producer Colin Stewart. In summer 2008, Sleepy Sun self-released the album EMBRACE; shortly after, Guy left the group, with Jack Allen picking up bass duties. Sleepy Sun relocated to San Francisco and played several prominent gigs in 2009, including the Noise Pop Festival that February and All Tomorrow's Parties in May. That festival's boutique label, ATP, signed Sleepy Sun and reissued EMBRACE in summer 2009; the band was also scheduled to play the 10 Years of ATP Festival happening that winter.