Levitate became the last album to feature two long-time Fall members, drummer Karl Burns and bass player Steve Hanley (whose playing was once described by Smith as the defining element of the group's music).

[4] Levitate was recorded amidst a difficult period for the group, described by personnel turmoil and Mark E. Smith's increasingly erratic behaviour, as well as financial troubles due to a VAT bill incurred in the 1980s and early 1990s for nearly £200,000.

Drummer Simon Wolstencroft left after a disagreement about the recording of "Everybody But Myself"; also having received financial advice about the group's VAT bill, he resigned from being a co-director of The Fall business.

Julia Nagle programmed computers using Logic Audio software, played guitar and keyboards on most of Levitate, and contributed vocals on songs "Doc Shanley's Quartet", "I'm A Mummy" and "Scareball".

The album features two covers – "I'm a Mummy", by Bob McFadden & Dor, and "Jungle Rock", by Hank Mizell – as well as an interpretation of the song "I Come and Stand At Every Door", based on a poem by Nazım Hikmet and a traditional tune, previously performed by Pete Seeger, The Misunderstood and The Byrds ("Jap Kid" is an instrumental version of this track).