The album’s lyrical content was inspired by controversy over obscenity charges against the band and an incident in Charlotte, North Carolina, in which frontman Dave Brockie’s prosthetic penile attachment, "The Cuttlefish of Cthulhu", was confiscated by police officers.

The lyrical content in America Must Be Destroyed was greatly inspired by Dave Brockie's fight with police officers while touring in Charlotte, North Carolina, in 1990.

The story then shifts to Gwar headquarters in Antarctica, where Oderus’s slaves are ordered to shoot up a dinosaur egg with crack.

"Pussy Planet", the album's closer, was co-written by Slymenstra Hymen, and was slated to be a duet with Beefcake the Mighty.

The song's opening bass riff is similar to the guitar riff to the Nirvana song "Rape Me" from the 1993 album In Utero ("Rape Me" was originally written in early 1991 pre-dating "Pussy Planet", with the demo version being released many years later on Nirvana's With the Lights Out box set) but uses different chords.

and "Rock N' Roll Never Felt So Good", and instead has earlier versions of "Krak Down" and "Bad Bad Men" (both from This Toilet Earth) and a version of "O Canada" performed with synthesized infant cries (according to Gwar, this was included as a way to ridicule Canada for not having the "guts" to include the omitted songs).