The album was recorded between March 1998 and December 1999 by Bonham and producers Mitchell Froom, Tchad Blake, Mark Endert and Don Gilmore.

"[6] The recording sessions with Froom and Blake, which were completed by May 1998,[7] were worked on with the assistance of bassist Sebastian Steinberg and drummers Pete Thomas and Steve Slingeneyer.

[1] Although the label did not interfere with its recording (due to Froom's refusal to allow any of its personnel into the studio), they were able to pressure Bonham into writing more commercial songs for the album.

[12] She would record the song, along with "Freed", in early 1999 with producer Mark Endert, who engineered Fiona Apple's debut album Tidal (1996),[12] in order to "get new life into what I was doing".

[1] Amidst further corporate shakeups which saw most of the people she worked with at the label leave, Island Records' new management requested that Bonham write a "second single"—in between an already selected "first" and "third"—for the album.

[1] In December 1999, she recorded "Fake It" with producer Don Gilmore at Scream Studios in Los Angeles,[13] after which the album was delayed—for a final time—to the spring of 2000.