The majority of the album’s material was first conceived during an idyllic 10-day retreat in Northern Vermont, where the group were able to explore their ideas in a setting that fostered introspection and inspiration. Recording commenced immediately upon returning to Chicago at both Idful (now defunct) and the then new Soma Electronic Music Studios. Millions... was the first studio recording to feature David Pajo who fill the position vacated by Bundy K. Brown in late 1994.

“Djed”...seems less a single piece than a highlight reel. Over the course of its 20 minutes, Tortoise cycle patiently from strength to strength, seamlessly incorporating Krautrock rhythms, dub-inspired studio effects, and minimalist tuned percussion...And what further distinguishes Tortoise from their many imitators is the casual way they make their genre recombination seem completely obvious after the fact, and how they make such meticulous studio work sound as organic as the tides.” - Pitchfork, Best Tracks of the 90’s