It was recorded with producer Pat Regan (Kiss, Deep Purple, Warrant, Keel), and features 13 new songs.

The European and Japanese editions of the album each include a bonus live recording of songs from the band's self-titled debut album.

"Addicted to that Rush" appears on the European edition, while the Humble Pie cover "30 Days in the Hole" appears on the Japanese edition.

The album is Mr. Big's last to featured Pat Torpey on the drums, who was diagnosed with Parkinson's disease two months before its release.

He still featured on their next album, but didn't perform on most of the songs, being replaced by their additional drummer Matt Starr on several tracks.