Led by saxophonist/organist Leon Michels and producer/engineer Jeff Silverman, El Michels Affair began as a loose collaboration of session musicians (including members of top-selling acts Sharon Jones & the Dap Kings, the Budos Band, and Antibalas) that looked to blend some of the vibrant quality of soundtrack records with the recording aesthetic of early reggae, and the rawness of 60's rock-they called it 'Cinematic Soul.' This delicate balance was evident on their 2005 debut album Sounding Out the City, which earned critical acclaim and acted as the inaugural full-length release for Michels and Silverman's burgeoning label Truth & Soul (also the moniker for the duo as a production team). The buzz generated from the album and a series of moderately successful 7" vinyl singles from Truth & Soul led to an invitation by Toyota's Scion division for El Michels Affair to accompany the rapper Raekwon of Wu-Tang Clan for a promotional concert. As avid Wu-Tang fans, not only were the band leaders thrilled with the opportunity, but Michels found that the 'Cinematic Soul' sound was consistent with the moods of RZA's gritty soundscapes on the classic Wu-Tang releases.

The concert was such as success, El Michels Affair went on to play several more concerts nationwide backing Raekwon and other members of the Clan, and the shows led to the recording of two smash 7" singles featuring instrumental reinterpretations of the Wu-Tang classic songs "C.R.E.A.M." and "Bring Da Ruckus."