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In February 2011, a video was posted to Carlton's official website. In the video, she explained the process for producing her album, and stated that she questioned whether or not she would make another record, as she had been experimenting with writing film scores. She further explained that after deciding to produce another record, Carlton felt she needed to create the ideal environment in order to produce what she felt was the perfect album. She said that she wanted to capture a dreamy, fantastical sound with 'Rabbits on the Run,' a title and concept inspired by books like Stephen Hawking's A Brief History of Time, and Richard Adams's Watership Down. In order to achieve that sound, Carlton recorded the album direct to tape and recruited a tight-knit team of collaborators, which included producer Steve Osborne, The Upwelling guitarist Ari Ingber, and My Morning Jacket drummer Patrick Hallahan. She also enlisted the help of a children's choir, particularly the Capital Children's Choir, saying that some of her melodies were "just built" for choral arrangements. It was also mentioned in the video that the recording for the album took place in Peter Gabriel's Real World Studios in Box, England, which Carlton considered as the secret "fifth element she needed" to complete the album.
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