According to band member Tim Quirk, the record, "examines the intersection of art and commerce from people who have been on every side of it." "Topless At The Arco Arena" finds Quirk and bandmate Jay Blumenfield making music for music's sake. Both have very successful careers in other endeavors: Tim is VP, Programming of Rhapsody and Jay is a TV producer and video director.

Inspired by Tim's essay of the same name (originally published in the anthology "This is Pop! [Oxford University Press]), the album was recorded in Oakland and Los Angeles over the past few years. The essay will appear in its entirety as the album's liner notes.

"Many of us were in bands," Quirk wrote in the essay, "and before the dot-com explosion had spent most of our time writing, playing or watching music being made. But the tech boom had brought us out of the world of nightclubs and concert halls and into the land of cubicles, and our adventures there proved just as heady, about as brief, and equally packed with contradictions.... It's possible to be complicit in your own exploitation, and it's easy not to mind." It is that mindset that brought to bear the musical fruits of "Topless At The Arco Arena."

Wonderlick comprises half of the former members of Too Much Joy – a group known for witty alterna-pop which spawned the '90s hit "Crush Story" and sold several hundred thousand records. After Too Much Joy disbanded and some time had passed, Wonderlick started as a messing-around-in-the-studio project in 2001 between Quirk and Blumenfield, who have been friends since their teen years.