The brainchild of unorthodox hip-hop producer Prince Paul, Baby Elephant features Paul, his longtime collaborator Newkirk, and his longtime hero Bernie Worrell. Paul had been a fan of Parliament/Funkadelic since he was a teenager and had long hoped to work with the bands' keyboardist, Worrell. He had sampled Worrell's work long before he met the man, beginning with the bit of P-Funk he dropped on De La Soul's classic album 3 Feet High and Rising. The two finally met while promoting the 2005 documentary Stranger: Bernie Worrell on Earth. Hitting it off right from the get go, the two roped in Newkirk, called some high profile friends for guest appearances, and began working on Baby Elephant's debut album. David Byrne, George Clinton, Nona Hendryx, and Yellowman were some of the names that landed on the oddball Turn My Teeth Up! which hit the shelves in September of 2007.