The album was recorded at Great Linford Manor in Milton Keynes during most of 2000 and was produced by Gil Norton.

Following the minor commercial success of their highly regarded 1999 album, Yesterday Went Too Soon, the band appeared at the Manic Millennium concert at the Millennium Stadium in Cardiff, South Wales, supporting fellow Welsh band the Manic Street Preachers, before a headline show at the London Astoria the following year.

During this time Grant Nicholas, the group's frontman and principal songwriter, began to write new material for a future album, with songs such as "Buck Rogers" and "Seven Days in the Sun" emerging through the course of the year.

Lyrically a lot of the album is inspired by Grant Nicholas ending a long-term relationship around the time of writing the record.

In an interview, Grant said that there were periods of time in which there was friction between him (Gil) and the band, but said that despite the occasional arguments, they still remained good friends,[2] and continued to work together on the next two studio albums.

While most of the tracks are fast, with "We Can't Rewind" showing aggression, and demonstrate the change in direction to a more commercial approach, other songs such as "Piece by Piece", "Satellite News", "Turn" and "Oxygen" reveal a quieter, slower and more melodic temperament.

The voice heard at the beginning of the track "Standing on the Edge" is that of Matt Sime who is a friend of the band.

He continued to work with the band in the studio, engineering their recordings, until retiring permanently from the music business in 2011.

The two songs both feature dark moods in the lyrics, with "Oxygen" and "Satellite News" also employing a similar approach.