The album was primarily recorded at Studio Litho in Seattle, Washington from January to May 2012 and is the band's first to be produced by Steve Lillywhite since Before These Crowded Streets (1998).

On the band's recording process, Tinsley stated: Some of the songs that you hear on this album, the basic tracks came out, like, the first or second time we played them.

In May, "Gaucho" was made available for download from the band's website for members of the Warehouse Fan Association, although the song did not receive an official single release.

The album's title was taken from a lyric in "The Riff": "Sitting in a box/away from the world out there", which, according to Matthews, relates to the idea that "we are born and die alone" and that "our body is our box".

"[11] Ritt considered primarily acoustic tracks such as "Sweet" and "Belly Full" to be among the album's highlights, saying that their stripped-back arrangements "unearth a simple truth: these are genuine craftsmen.

"[11] Writing for The Boston Globe, Scott McLennan singled out album opener "Broken Things" and "The Riff" as highlights, praising the former's "tension-building contrast between desire and darkness" and feeling the latter "wends through fears and hopes and ultimately reveals the breadth of the band’s prowess".

[12] Classic Rock praised "Mercy"'s "tender John Martyn soul", while saying "The Riff" "merits its title" and referring to "If Only" as "just lovely".

"[7] He praised the album's diversity, saying it contains "a little of everything that the Dave Matthews Band does, condensed to a relatively tight 53 minutes", and summed it up as "a rare thing: a return to form lacking an ounce of nostalgia".