[2] The album marked a musical shift away from their earlier work; despite being critically lauded, fan reaction to it was highly negative.

[3] While touring the album, the material came across as too mellow and quiet, which made for lackluster live performances, according to vocalist/guitarist Matt Pryor.

The tour was to include additional shows in Italy, Switzerland and Amsterdam, but were left out due to time constraints.

[5] The band had previously made albums in places such as Chicago, Los Angeles and Bridgeport, and wanted to make one near to their home.

[10] In December, the band and Rose had ownership of Red House, which they renamed Black Lodge Studios.

[11] Guilt Show was recorded at Black Lodge Studios with Rose as the producer, in addition to acting as engineer.

[3] The group began doing pre-production in April 2003, listening to around 20 demos at drummer Ryan Pope's house.

Around this time, Jason Russell of Hot Rod Circuit was in the city to practice with Pryor's other band the New Amsterdams, and ended up singing on "Man of Conviction", the only track finished up to that point.

[15] Pryor later recorded piano, for "The Dark Night of the Soul", and backing vocals, for "Holy Roman", at his home in Lawrence, Kansas.

Jeremy Goldstein, who worked at Quadrant 5 Studios, did sound manipulation on "The Dark Night of the Soul".

[12] After the track sequence was approved by Vagrant Records, it was sent off for mastering by Mike Fossenkemper at Turtle Tone Studios in October and November.

However, this gave brothers Rob and Ryan Pope a more substantial role in writing the album than they had previously had.

The album was far less collaborative than their previous works, many songs being written and demoed by Pryor, then fleshed out by the rest of the band.

"[4] "The One You Want" is about a woman that Pryor wishes he never met: "She sucks the soul out of people, and she spends all of my friend's money on drugs and stupid sh--.

He thought the inside layout,[17] which consists of a photo by Dan Monick,[12] was reminiscent of Twin Peaks.

[22] The group had planned to release the rest of the album's songs on a weekly basis, but due to the record leaking,[4] the remainder of it was posted online on January 19.

The CD included a link to a private website that features pictures, information on the creation of the songs, as well as demos.

[28] The group tried to get as much promotion for the album as they could before August, by which point Pryor had his second child,[4] and the band went on a break to focus on other projects.