Justin Bank, John Slater and Chope Chappell recorded Beauregard in Little Rock, AR after spending about four months living in Upstate New York with their previous band The Free Love Virgins. The songs found on Beauregard were, for the most part, all written while they lived together in an old farm house near Earlville, NY. Justin had wanted to record this collection of material to serve as a memento of that time spent with his friends. On January 13, 1996 the band set up their equipment in a film studio near the Arkansas River that was offered to them by the band's close friend Chris Cranford who, for all practical purposes, was the producer of the album although Justin was credited as such in the liner notes of the original release. A minimal amount of sound checking and a few run throughs were all that took place prior to the single session conducted the following day to record most of the material for the album. Essentially, Beauregard is a series of live takes. The band recorded everything straight to digital audio tape without overdubbing tracks or even mixing the songs after their performances. Justin has said that the rawness of the project is what he believes gives it life. Each song with a bass, drum, or electric guitar was recorded in the film studio while the remaining acoustic numbers were recorded with a single microphone in the back room of Chope's house between a warm fireplace and a very comfortable brown couch. Beauregard is a name Justin's grandfather, Slim, had given him as a small child. Slim used to joke that he was disappointed that Justin, born in Ohio, was not a true Southerner and that he felt the moniker was a more suitable name for his grandson. Years after his grandfather's passing, Justin realized that he couldn't remember a single time Slim had ever called him by any name other than Beauregard.