Midnight was recorded and mixed at Barefoot Studios in Hollywood with producer Eric Valentine, whose own diverse discography from Queens of the Stone Age to Nickel Creek evidences a similarly adventurous spirit and openness to possibility. If Valentine's studio work has a distinguishing characteristic, it's his hard-hitting sonic signature, which is on display throughout Midnight's dozen tracks. The core studio band consisted of Potter and Valentine on most of the instruments, with Burr on drums and percussion. In addition, members of Potter's longtime band The Nocturnals: guitarists Scott Tournet and Benny Yurco and bassist Michael Libramento contributed to the sessions, as well as former tour-mates and friends including singer-songwriter Rayland Baxter, Audra Mae, Noelle Skaggs of Fitz & the Tantrums, Wayne Coyne of The Flaming Lips, and Nick Oliveri of Queens of the Stone Age.