Doug Martsch formed Built To Spill in 1992. His intention was to sustain a project that would involve a rotating cast of musicians to record albums and tour. The first incarnation of Built To Spill included Doug, Brett Netson, and Ralf (Youtz). Recording in the middle of the night in order to get free studio time, they assembled 1993s Ultimate Alternative Wavers. For a few years and a few records band members came and went. In 1996, while recording the album Perfect From Now On (their Warner Bros. Records debut), Doug found a rhythm section he could not relinquish: Brett Nelson and Scott Plouf. This line-up toured and made records with additional guest musicians Brett Netson and Sam Coomes. In 1999, after the release of Keep It Like A Secret, Jim Roth joined the band as live co-guitarist.

In the five years since the bands most recent effort Ancient Melodies Of The Future was released, Built To Spill took an eighteen-month vacation. When the group returned to work, the line-up included Jim Roth as a core member. This foursome started jamming and recording their hours-long musical explorations. According to Doug, they had no idea what kind of music they wanted to make.

You In Reverse arrived as the most collaborative record in the bands thirteen-year history. To a large extent, each musician wrote his own parts. Half of the finished material incorporates segments the band wrote together during jam sessions.