was "sensitive" to her style of piano-playing and the direction in which she wanted to take the album, she "trusted him completely" and called it "a cool collaboration". Carlton credited Jenkins with helping her to withstand and protect herself from pressures the record label executives, who wanted to influence the recording process, placed on her. Recording Carlton began recording the album in June 2003 at Morningwood Studios (owned by Jenkins) in San Francisco, before moving to filmmaker George Lucas's Skywalker Ranch in Marin County, California. During recording, Carlton cited Jeff Buckley, PJ Harvey as additional influences on the album: "Sonically I'd like to use the same approach ... If you're going to hear strings, you're going to hear them squeak," she explained. She experimented with sounds reminiscent of the music of The Cure. Before recording began, Carlton and Jenkins conducted a series of "A-B-ing" tests to compare analog tape with Pro Tools (digital). Because they could not tell the difference, they used a mixing board that Carlton said was "similar to what a lot of the old [Led] Zeppelin tracks were mixed on, so basically we were able to get a very warm, easy-to-listen-to mix where it didn't come across as 'icy' sounding". Several instruments were tracked using analog tape, but Pro Tools was used for most of them. According to Carlton, Jenkins was "generous" with his knowledge as a producer and taught Carlton about the recording studio, helping her to "realize the way the song is enveloped is sometimes more important than the song in some ways." Carlton wrote each song with arrangements in mind and played it on the piano for Jenkins, who joined in on drums, and they began devising the arrangements. Recording was completed at The Record Plant in Los Angeles because, as Carlton put it, "When you're in the middle of a bunch of cows, the pace of things tends to slow down." The album, which took a year to record, was mixed at Olympic Studio in London, at Waystation Studio in Beverly Hills, California, and at South Beach Studios in Miami Beach, Florida by mixers including Mark "Spike" Stent and Tom Lord Alge. According to Carlton, her label "wasn't very happy" about the decisions she made during the making of the album. Jenkins also played instruments and performed programming and mixing work on the album, and he recorded backing vocals with Carlton on several