Handsome Boy Modeling School is an American collaborative project between hip hop producers Dan the Automator (Gorillaz, Dr. Octagon, Deltron 3030) and Prince Paul (Stetsasonic, De La Soul, Gravediggaz).

[2] Handsome Boy Modeling School was a conceptual hip hop duo that parodied and acted as a commentary on vain, consumerist, materialistic, and self-absorbed members of upper class society, such as supermodels and people from old money.

The Rockwell name is in reference to a pseudonym used by a porn star in 1997 film Boogie Nights; the Merriweather name is likely an homage to the character Nathaniel Mayweather, also played by Chris Elliott, in the 1994 comedic feature Cabin Boy.

A number of guest musicians appear, including Róisín Murphy (one half of the duo Moloko at the time of the album's release), DJ Shadow, Del the Funky Homosapien, J-Live, Sean Lennon, Miho Hatori (of Cibo Matto), Mike D (of the Beastie Boys) and Don Novello (as comic character Father Guido Sarducci).

Some collaborators from the first album returned, and new collaborators included RZA, Cat Power, Casual, Alex Kapranos of Franz Ferdinand, Chester Bennington and Mike Shinoda of Linkin Park, Jack Johnson, Cedric Bixler-Zavala of The Mars Volta, Mike Patton, El-P, Pharrell, John Oates, Chino Moreno, Lord Finesse, Black Sheep, and comedy actor Tim Meadows.