Between September 2006 and June 2007, Thrice recorded a project revolving around the elements fire, water, air and earth.

[3] Writing for Beggars began in January 2009,[4][5] with the band aiming to make the record "a little more upbeat and energetic" following their two previous projects, Vheissu and The Alchemy Index, which they felt had a "sleepy feeling" to them.

[9] Recording took place at New Grass Studios,[10] which was built by the band themselves in guitarist Teppei Teranishi's garage.

[16] Beggars saw Teranishi and Kensrue take influence from blues music, while Eddie and Riley Breckenridge centered their attention on grooves.

[10] Kensrue said writing lyrics were a slow process for him due to being a perfectionistic and thinking of every aspect of a song, such as its mood and metre.

He spent two consecutive weeks working on lyrics, before going to see the Star Trek (2009) film, which spurred him to write the words to "The Weight" and "Wood and Wire".

[16] "The Weight" shifts from a minimalistic arrangement to loud guitars with syncopated rhythms in the vein of Verra Cruz; it discusses the theme of marriage.

[18] The final version is a piano-driven track, led by Teranishi's electric piano;[21] Kensrue's voice recalled Radiohead frontman Thom Yorke with his whispering-styled vocals.

[24] Due to security flaws with a web player that Vagrant Records had been using for the past three years, a version of the album was leaked to the internet in July.

The label subsequently issued a statement claiming that someone hacked into their system, and proceeded to crack the log in details.

[25] Kensrue later clarified that it was someone who had access to Vagrant's FTP server;[26] Riley Breckenridge added that it was an unmastered promotional copy with voiceovers on each track that had leaked.

The physical release contains a card with a code to download five bonus tracks, including two outtakes, "Answered," and "Red Telephone" from the Beggars sessions, a cover of the Beatles' "Helter Skelter," as well as remixes of "All the World Is Mad" and "Circles."

It was shot in black-and-white, and consisted of touring footage both on-and-off stage interspersed with clips of industrial America.

[32] On January 4, 2010, a Daytrotter session was posted online with the band performing versions of "All the World Is Mad", "Circles" and "Beggars".

The trek was intended to last into May 2010; on April 26, 2010, the rest of the shows were cancelled due to a family emergency that saw Kensrue fly home.

[21] Nick Greer's review for Sputnikmusic claimed that "softer songs" on the album, "namely 'Circles,' 'Wood & Wire,' and 'The Great Exchange,' are haunting and sad in a way Thrice has never captured before," and stated that "instrumentally, the band has never been better."

Despite this he went on to call the album "at once familiar and alienating," and claimed that the band had fallen "into a complacent territory that doesn't truly push their music to new heights."