Produced by The Robb Brothers, the band lineup consisted of Evan Dando (lead vocals, guitar), Nic Dalton (bass guitar) and David Ryan (drums), along with former bassist Juliana Hatfield singing backing vocals on several tracks.

The album was written by Dando and his songwriting partner Tom Morgan.

Following the success of their prior album, It's a Shame About Ray, the band had attracted considerable media attention as alternative rock darlings, and some big-name guest musicians appeared on the album as well, including the Go-Go's lead singer Belinda Carlisle and funk musician Rick James.

The album produced the singles "It's About Time", "Big Gay Heart", "The Great Big No" and their highest-charting single, "Into Your Arms", which reached number one on Billboard's Modern Rock Tracks for nine weeks (from November 6, 1993, to January 1, 1994), a record at the time which they shared with U2.

[citation needed] All songs written and composed by Evan Dando and Tom Morgan, except as noted.