Serengeti Polyphonic, an avant-garde hip-hop duo from Chicago, didn't officially form until 2007 with the release of their debut full-length, Don't Give Up, but the two musicians had long been a part of the city's experimentally rich music scene since the early part of the millennium. Polyphonic, born Will Freyman (also known as Polyphonic the Verbose), grew up in Champaign, IL, playing classical piano and jazz trombone, among other instruments, performing in everything from Indonesian gamelan to Medieval choruses to a 12-piece hip-hop big band he put together himself. After studying classical musical composition at the University of Illinois, Freyman began to delve into production: as part of the group Dolce Stil Nuovo (who released albums in 2001, 2003, and 2004), and for Pugzlee Atomz's 2001 record Playing with Matches, as well as co-producing experimental rapper Wick's debut, Locket in a Well in 2006. That same year, Polyphonic released his solo debut, Abstract Data Ark, which featured a number of guest MC spots, including one from Serengeti, whom he had met at party a couple of years before.

For his own part, Serengeti was also a similarly prolific artist, though he didn't truly began recording music until the early 2000s, after returning from studying abroad in Japan. Born David Cohn, great-nephew of Count Basie trumpeter Sonny Cohn, Serengeti grew up between Southside Chicago and the suburb of Olympia Fields. Although interested in hip-hop and rhyming, Serengeti didn't put out his first album, Dirty Flamingo, until 2003, which unleashed an onslaught of recording, culminating in the release of five full-lengths (Dennehy, Thunder Valley, Race Trading, Gasoline Rainbows, and Noticeably Negro) in 2006. Of those, only Race Trading was produced by Polyphonic, but the two got along so well that they decided to make a full-length. After the release of Don't Give Up (released on Audio 8, a label involved in many of the duo's side projects, as well) Serengeti went on to release albums with Yoome (with singer Renee Louise Carafice and producer Tony Trimm) and Friday Night (with equally avant MC Hi Fidel), while Polyphonic worked on his Brazilian-tinged electronic project, Juba Dance (with Ben Lamar). Signed to anticon in 2009 by label cofounder Adam Doseone Drucker, the duo released Terradactyl in June 2009, and went on to tour with Black Moth Super Rainbow, Deerhoof, and Why?. ~ Marisa Brown, Rovi