The group was established in1988 by John Zorn as a “compositional workshop”. The group Zorn assembled would later become a band under the same name, with Zorn on alto saxophone, Bill Frisell on guitar, Wayne Horvitz on keyboards, Fred Frith on bass, and Joey Baron on drums.

The album consists of several covers of movie themes, one jazz standard, and original compositions by Zorn, including several “hardcore miniatures” which would later be compiled on the album Torture Garden. The project was noted for wildly juxtaposing various musical genres in rapid succession.