In late 2001, Unwed Sailor began to re-invent their sound and concept. It was so drastic a change that it first existed as a side project, but was so important to Ford and Tse that The Marionette and The Music Box became a proper Unwed Sailor full-length release. The resulting project was highly influenced by Ford's love for marionette puppetry and fantasy fairy tales, as well as the shared influences of French composer Yann Tiersen, the Pinnochio soundtrack, and the classical piece Peter and the Wolf.
The Marionette and The Music Box is a subtle, but rich instrumental soundtrack to support the illustrated relationship of a marionette and a music box as they meet, become friends, separate, and reconcile. Ford and Tse enlisted the help of regular drummer Matt Putman and friends Matt Depper and James Mcalister (Ester Drang) to play the rich tapestery of instruments that personify the characters in the story. Unwed Sailor present the story in seventeen instrumental parts.

The music for the release blends the various influences in a unique method that takes advantage of Tse's multiple guitar tracks that are played live through a Boomerang pedal, as well as Ford's signature bass lines that often carry the melody while supporting the songs. The result exists as a modern classical piece.

Artist Jamie Hunt (Circle of Birds, Aspera) worked intimately with Unwed Sailor to illustrate the story of The Marionette and The Music Box. Hunt first built three-dimensional models of the characters, photographed various poses and scenes to create the story, and developed the painted panels from these photographs. Over a period of three months, Hunt brought the characters and story to life. These illustrations are as much a part of the release as the music itself. As such, both the CD and LP versions are presented with booklets of the illustrated story to accompany the music and a special limited edition hardbound book was issued for sale by the band on tour.