"Don't Make Me a Target" was originally written by Daniel while Spoon was producing its previous album, Gimme Fiction.

The band practiced it "quite a bit" before the release of Gimme Fiction, but ended up shelving it for a year after unsuccessful attempts to work out an arrangement they liked.

[3] This led them to record it three different ways, including a "space rock" version found on the bonus disc and heard distantly at the end of the album arrangement.

According to Daniel, he was asking Jim Eno to record the talkback microphone that was being manned by producer Mike McCarthy to a separate track.

[3] As the intro continued, Daniel began singing along with the guitar line, which can also be heard on the final mix.

[4] Its cover art comes from a portrait of the artist and sculptor Lee Bontecou, taken by the Italian photographer Ugo Mulas in 1963.

Early buyers of the album also received a free 7" containing a demo of "The Underdog", and the B-side "It Took a Rumor to Make Me Wonder, Now I'm Convinced I'm Going Under", which had previously appeared on the UK edition of the "Sister Jack" single.

"[18] Heather Phares of AllMusic praised its "remarkable blend of focus and creativity" and noted that "even if Spoon's modus operandi seems overly regimented on paper, the results are just as elegant as they are fun.

"[8] Giving it a "Best New Music" designation, Eric Harvey of Pitchfork called the album a "wonderfully singular indie rock record".

All songs produced by Britt Daniel, Jim Eno and Mike McCarthy, and engineered by Jim Eno and Mike McCarthy, except "The Underdog", produced by Jon Brion and Spoon, and engineered by Greg Koller.