During the break-up, vocalist Ben Weasel, Vapid and drummer Dan Panic went on to form the more Ramones-influenced band the Riverdales while guitarist John Jughead took time off from music to write and direct plays.

[5] Although they knew Screeching Weasel was "pretty much over", the other members of the band wanted to record one more album of songs they had been working on since the release of Anthem for a New Tomorrow.

[5] As a replacement for Vapid, the group recruited Mike Dirnt, bassist for the Berkeley, California-based punk rock band Green Day, to play bass on the album.

[7][5] At one point during the sessions, Dirnt had to leave and fly to New York City to play live with Green Day on the Late Show with David Letterman.

[5] Due to his absence, Giorgini played bass on the song "Waiting for Susie", the b-side to the non-album single "Suzanne Is Getting Married" that the band was also recording at the time.