College friends Chris Collingwood and Adam Schlesinger had formed two failing bands before reconvening in Manhattan, where Collingwood wrote future Fountains of Wayne songs "Joe Rey", "Leave the Biker" and "Radiation Vibe" in half a day, then met with Schlesinger over drinks in order to start another band.

Collingwood and Schlesinger provide all the instrumentation on the recording, except for the bass guitar parts, which were performed by guest bassist Danny Weinkauf, ex-the Belltower.

[3] Dominique Durand of the band Ivy, of which Schlesinger was also a member, provided backing vocals on "Survival Car".

"[2] The album's cover photo of a little boy clutching a rabbit and posing like a superhero was shot by Nick Waplington.

The Toronto Star called the album "an appealing debut of clever, boisterous melodic pop that sounds classic on the first listen.

"[17] The album's lead single "Radiation Vibe" was included in the 2021 edition of Rolling Stone's "500 Greatest Songs of All Time".