Background and Recording
Following the underground success of debut album Nothing Gold Can Stay (1999), Drive-Thru Records founder, Richard Reines had paid Eulogy Recordings $5,000 to licence the album and sign the band. Drive-Thru had initially wanted to re-release Nothing Gold Can Stay along with a newly recorded version of breakthrough single "Hit or Miss". Chad Gilbert said of the process, "So we went into the studio with Jerry Finn and recorded it with him. I don't like how it came out, at all. He was such a cool guy, but we were like, "nah, we don't want to use it". From then on, every band that worked with him expressed that Jerry Finn didn't like our band". The song was never used and the band decided to start work on a second album. The recording was later included as a bonus track on the tenth anniversary edition of the album in 2010.
Having met with producer Neal Avron, the two parties discussed the desired sound the band were striving for on the record. Avron said, "During pre-production, we'd get in their van for lunch and they had a poster of Britney Spears up. They wanted the music to be heavy, but the vocals to be super-pop, that was the goal". Steve Klein, the band's rhythm guitarist and lyricist, said of the writing: "A lot of those songs pertained to my early relationships, my first love, my first sex, that entire time period. I was seventeen years old. Every record that we had is a timetable to my life. My wife can now look back and listen to my diaries as a teenager."
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