Following the release of her self-titled debut studio album (1986) and her departure from the short-lived band the Graces, Brooks temporarily retired from the music industry.

Brooks co-wrote the album with her friend Shelly Peiken, with further songwriting contributions from Larry Dvoskin, Christopher Ward, Stan Lynch, John Corey, Kevin Dukes, and Tom DeLuca.

[3] The following year, Brooks formed the pop rock band the Graces, alongside Charlotte Caffey and Gia Ciambotti, who experienced moderate success with their 1989 single "Lay Down Your Arms".

[4] Disenchanted by the music industry due to the rise in success of the grunge genre, Brooks exited the group in 1991 and temporarily retired as a recording artist.

[6] The entirety of the album—sans "Bitch"—was recorded at the Salt Mines and Alpha Studios in Hollywood and Burbank, respectively, and produced by David Ricketts.

"Bitch" was recorded at City Lab Sound Design in Hollywood, whilst production on the track was helmed by Geza X.

[7] Influenced by guitarists such as Eric Clapton, Lindsey Buckingham, and James Honeyman-Scott, Brooks set out to play lead guitar throughout the entirety of the album.

[8] Brooks cited "Pollyanne," a song about expressing positivity when faced with a cynical partner, as most illustrative of her mindset at the time of writing the album.

[11] "Shatter" has a theme of nonconformity, which was inspired by Brooks' efforts to create a record that aligns with her own vision and to not give in to pressures by music industry officials.

[13] A recorded performance of "Wash My Hands" was later included on the live album Lilith Fair: A Celebration of Women in Music (1998).

"[20] Steven Mirkin of Entertainment Weekly similarly noted that the album touches on familiar material, specifically comparing it to Sheryl Crow's Tuesday Night Music Club (1993).

[29] The Recording Industry Association of America (RIAA) certified the album Platinum, which denotes one million album-equivalent units.