The follow up to The Nancys' 2003 debut Drag Machine, ...panic. takes a more streamlined (and less spastic) stylistic approach to the collection. Lyrically honest (and sometimes brutal), the songs delve into difficult emotional territory. Originally envisioned as an EP, five of the full-fleged songs were written over the course of a year, beginning in the fall of 2003. The band convened sporadically to work out the new material and began recording in the summer of 2004. As work progressed, the disk's running time expanded as snippets of older instrumental material Timmy had been experimenting with resurfaced, were reworked, and served as bridges between songs. It was a concept that was at first to have been applied to 2003's Drag Machine, but was scrapped as that disk's length expanded beyond what Jon or Timmy were comfortable with. In December 2004, "Fleeting Moment" and "Drag Machine" were written in a creative burst. "Regret" was written and recorded in one day in February 2005, and the last to be written and recorded, the "Reform" soundscapes, were recorded in one take a few days later. Guest guitarist Rob Fetters, of the power-pop powerhouse The Bears, plays all guitars on "Soon".