With some rare free time in Nirvana’s schedule Dave Grohl headed to a recording studio to join a large collection of musicians as they recorded material for the soundtrack to Backbeat, a 1994 drama film which chronicled the early days of the Beatles before they were famous. The Backbeat Band had been assembled by producer Don Was, tasked with putting together a soundtrack album featuring some of The Beatles' earliest tracks. As well as Dave the band featured Thurston Moore of Sonic Youth, Mike Mills of R.E.M., Greg Dulli of The Afghan Whigs and Don Fleming of Gumball.
Starting from an initial list of 200 songs the group eventually ended up recording twenty over a period of three days. Fourteen of those twenty were included on the album.