Ill-Gotten Gaines was formed in 2009 to record a collection of songs written by Andy Gaines. Andy enlisted several musicians for this project: Long time collaborators Matt O'Toole, Nathan Soccorsy, and Andy's brother, Ned Gaines. The recording would take place at Matt O'Toole's house in Seattle, Washington.
The recording process began in July, 2009. Andy recorded his guitar and vocal tracks in one week while Ned came down at the end of that week to record his harmonica tracks. The remainder of the recording process proceeded under the direction of Matt O'Toole, who himself provided drum, percussion, bass guitar, electric guitar, mandolin, and vocal tracks. Nathan Soccorsy provided slide guitar, electric guitar, acoustic guitar, and keyboard tracks. Jon Guerrero, the bass player in Andy and Matt's former band, The American Driver, provided bass guitar for a song. Matt also enlisted the help of Sean Wheatley, who provided stand-up bass for a song, and Lou Alexander, who provided fiddle for several songs. The recording process was completed in the Fall of 2009.
The mixing and mastering of the tracks was completed under the direction of Nathan Soccorsy and a final mix was achieved in December, 2009.
At that time, Andy contacted his brother-in-law, Brady Clifton, to possibly help with the artwork for the release. Brady responded with several excellent ideas and designs. The artwork design by Brady was tailored for the release by Matt O'Toole and Dan Egan.