After the minor success of Careful, the Motels went back into the studio in early 1981 to record their third album with producer Val Garay.

McGovern, Davis' boyfriend at the time, clashed with Garay in the studio, and ended up de facto producer and arranger for the album, which was titled Apocalypso.

Martha Davis considers this period "the last time the Motels were uninhibited, wild, and not worried about our place on the charts.

[4][5] With McGovern gone, Garay took a different approach with the re-recording process, utilizing studio musicians throughout the album, and molding the final product to a more commercially appealing sound.

Several band members were used sparingly or not at all on the final recordings; in particular, studio drummer Craig Krampf replaced Brian Glascock on all tracks, Waddy Wachtel was featured on guitar in place of the departed McGovern, and the bass slot on several tracks was filled by one of two session players in place of Michael Goodroe.

Adrian Peritore (who went by the name Guy Perry because his former producer had misspelled his name on an album cover) was hired in late January as an official band member, and played lead guitar on some of the tracks.