In September of 2005, the members of The Ice Cream Sandwiches were gearing up to play their final show to a sold out crowd at PJ's in Manhattan, KS. In the back of their minds, three of the four members of the band on that stage knew that this would not be the final time they performed together. With varying differences among the band, The Ice Cream Sandwiches (whose final lineup included: Jeff Milberger, Bret Palmer, Court Caywood, and Simon Bates (also guitarist for The Billions)) had decided to split in favor of forming new groups. After the split, Jeff immediately began working on his new project, "The Lovely Universe," while Bret, Court and Simon were already focused on their new band, "Shhh." The songs were far more complex than Ice Cream Sandwich songs and thus, the lineup would have to be increased from the four-piece Sandwich tradition. Simon, Bret and Court, enlisted the help of drummer Nolan Miller (who was in fact the original drummer for The Ice Cream Sandwiches from 2003-2004). Jake Acosta, guitarist from the Kansas City based Brunette would also be added to the lineup, as well as friend and multi-instrumentalist, Paul Bruss to fill in on bells, brass, keys, and other percussion. With the lineup complete and an already impressive catalog of songs to choose from, Shhh began to record their first album at The Farmhouse (a studio/farmhouse owned by The Billions) in the outskirts of Lawrence. With Bates being the only member of Shhh located in Lawrence (actually living at the farmhouse), and the other members in Manhattan, the tracking process took quite a long time. With members venturing from Manhattan to Lawrence for one, or two day recording stints over the weekends, the album was beginning to take shape little by little. When the holiday break arrived in December and the Manhattan members (all Kansas State University students) had a break from school, there was a sizeable amount of time to get a substantial amount of music recorded. In mid-January, the recording of the then untitled debut album was complete. School started back up and the boys found the mixing process to be long and arduous like the beginning of the recording process. After several weekend road trips, the final mixes were finished in late February 2006. The album was completed and sent to a studio in Canada to be mastered. The only thing left was the artwork, a topic the band felt very passionate about. Several concepts were thrown around for the cover art, but the band kept going back to their favorite, a painting by artist Bo Bartlett entitled "Leviathan." The painting was the perfect symbol to convey the mood and sentiments found in the music; the band had to have it as their cover art. Through a long series of email correspondence with the artist's assistant, Bo Bartlett (after requesting and listening to a copy of the band's CD) was happy to extend them permission to use his painting for their album art. At this time the band also felt it very appropriate to title their album, Leviathan, which was not only the title of the painting, but also frequently referenced in the lyrics of the album. It had come to a close, after six months of hard work, Leviathan was complete.