Tanya Morgan was founded in 2003. Von Pea and Donwill, already regular collaborators after having met on the okayplayer.com message board, decided to work on a full-length album together. Ilyas, who along with Donwill comprised a hip-hop duo known as Ilwill, joined the project as a third member, and producer Brick Beats was brought in to work on the album as well.