Nora Guthrie contacted singer-songwriter Billy Bragg in spring 1995 about recording some unreleased songs by her father, folk singer Woody Guthrie. Most of the songs were written late in Guthrie's life when he was unable to record due to the motor impairments of Huntington's disease. By the 1990s, Woody Guthrie had become a "relic" to the MTV generation, and Nora sought to establish a different legacy for the musician. To Nora, Bragg was "the only singer I knew taking on the same issues as Woody." Bragg was concerned, however, that his fans would not realize that the songs were written by Guthrie when he performed them on tour, so he decided to record the album with another band.
Bragg contacted Tweedy and Bennett about co-recording the album while Wilco was on the European segment of their Being There tour. Bragg was particularly fond of Being There because their influences extended farther back than the 1950s. Although Tweedy was indifferent to the offer, Bennett was enthused about recording songs of one of his idols—Bennett's previous band Titanic Love Affair was named after a Billy Bragg lyric. A recording contract between Bragg and Wilco was signed after a show at Shepherd's Bush Empire. Bragg mostly recorded the politically-charged lyrics, while Tweedy preferred to record lyrics that showcased Guthrie as a "freak weirdo". The recording of Mermaid Avenue began on December 12, 1997, and was the topic of BBC's Man in the Sand documentary film.
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