In 2006, Zooey Deschanel was on set working on the indie film The Go-Getter. She had previously demonstrated her singing ability in Elf and director Martin Hynes asked her to perform a duet with M. Ward for the end of the credits. This sparked musical partnership that would lead to albums and She and Him tickets for concerts and tours. The two bonded over similar tastes and the creation of an indie pop band with some love for the George Martin- and Phil Spector-produced of yore was fostered.

The duo first announced their arrival with their debut album, Volume One. The album was recorded at M. Ward's studio in Portland, Oregon and at Deschanel's place in Los Angeles. The pan-Pacific journeys resulted in an album praised by critics and adored by fans.

She and Him toured following a set at the South by Southwest festival in 2008. The concerts quickly sold out with the duo and Becky Stark as a backup vocalist. After the summer touring session the two artists began plotting a second album, aptly named Volume Two.