The album features ex-Beggars & Thieves drummer Bobby Borg who replaced James Kottak.

[3] The record was described by guitarist Rick Steier as a "concept album" that follows a rags-to-riches-to-rags storyline concerning fame, fortune and the examination of one's value system once the spotlight fades,[4] Musically, The album bore no resemblance to the Glam metal of the band's past, and also continued the Alternative metal direction of Ultraphobic.

During a flight to Japan for shows at a United States Naval Base, guitarist Rick Steier suggested to Lane that he put a twist in the lyrics for the then incomplete song.

"Letter to a Friend" was an idea Lane had about how relationships should end; the parties agree that they don't gel, but that they can go their separate ways without animosity.

"Indian Giver" was released as the third single of the album and was written by Jani Lane after making up with his second wife, Rowanne Brewer following a brief argument.