In the Aeroplane Over the Sea

Robert Schneider used heavy compression and a Bellari RP-220 tube preamplifier instead of effects or distortion pedals, and recorded the acoustic guitar through Neumann U 87 microphones. Schneider and Scott Spillane wrote the horn arrangements, and Spillane had to rewrite the trumpet parts from treble to bass clef. Mangum played guitar and sang, Jeremy Barnes drums and organ, Spillane trumpet and trombone and Julian Koster the Wandering Genie organ and singing saw, with Laura Carter, Rick Benjamin, Marisa Bissinger and Michelle Anderson. Chris Bilheimer made the cover from an early-1900s postcard found in a thrift shop, and Brian Dewan did the interior Flying Victrola.

The Spin writer Chris DeVille wrote in 2018 that many aspiring guitarists learned "Two-Headed Boy" on acoustic guitar. Pitchfork's Mark Richardson, in 2005, called it a record of images, associations, and threads.