The Exploding Star Orchestra came into being when the Chicago Cultural Center and the Jazz Institute approached cornetist and composer Rob Mazurek about putting together an avant-garde jazz ensemble for a Chicago concert. Mazurek assembled an orchestra of improvising Chicago musicians (including several members of Tortoise), rehearsed it, and when the dust settled, an interlocking suite called We Are All from Somewhere Else was performed. Telling a celestial story that combines stars, stingrays, electric eels, birds, phoenixes, and rockets (and featuring actual electric eel sounds recorded by Mazurek at a research facility), We Are All from Somewhere Else was recorded by John McEntire at his Soma Studio in Chicago and appeared in album form from Thrill Jockey Records in 2007. Musicians in the Exploding Star Orchestra, at least at the time of the Somewhere Else album, included Mazurek (cornet), Nicole Mitchell (flute), Jim Baker (piano), Corey Wilkes (flügelhorn), Jeff Parker (guitar), Matt Bauder (bass clarinet and tenor saxophone), Jeb Bishop (trombone), Josh Berman (cornet), Jason Adasiewicz (vibraphone), John McEntire (marimba and tubular bells), Matt Lux (electric bass), Jason Ajemian (acoustic bass), Mike Reed (drums, percussion, and saw), and John Herndon (drums).