As a teenager in California, Josh Davis listened to the classic years of hip hop and yearned to re-create the sounds of his heroes such as Public Enemy and Pete Rock. Cut off from the East and West Coast scenes of the day, he and a group of like-minded souls formed the Quannum organization, a loose collective of MCs, DJs, and producers in the San Francisco area. After producing a number of now highly collectable singles with the likes of Blackalicious, DJ Krush, and the Lifers Group (a band of maximum security prisoners), his debut for UK label Mo'Wax heralded a new era in music.

Utilizing samples from hundreds of different records, mostly forgotten releases from the 1960s and '70s, all gathered from one massive record store basement, Shadow created an unnerving but enticing soundscape. Blending prog rock with comedy recordings taken out of context, obscure folk, and layer upon layer of drums, the result was an album that sounded familiar on first hearing, but unlike anything else. Tracks such as 'The Number Song' and 'Organ Donor' maintained the upbeat style of Davis' early influences while continuing the moody feel of the album. More ambient tracks such as 'Midnight in a Perfect World' and 'What Does Your Soul Look Like' pushed beyond the furthest reaches of what sample-based music had so far achieved.

Best enjoyed as a whole, this is a concept album without a hackneyed theme, and it paved the way for the continued success of experimentally minded artists as diverse as Massive Attack, Radiohead, and Bjork, to name just a few.