[12] Following the end of touring for their previous album Pieces of the People We Love frontman Luke Jenner left the band, feeling "confused" and mourning the suicide of his mother.

[13] At the time Jenner was also in conflict with bassist and fellow songwriter Mattie Safer on the musical direction the band should take.

[11] With Safer no longer in the band, multi-instrumentalist Gabriel Andruzzi recorded all of the bass parts for the album.

[14] Lyrically songs focus on Jenner's mourning for his mother ("Miss You", "Children") and his coping with fatherhood ("Sail Away", "It Takes Time to Be a Man").

[11][13][16] The album was announced on May 23, 2011, one day after the predicted Biblical Rapture by Harold Camping had been widely publicised, but failed to arrive.