It is the band's first album not to feature bassist Jennifer Condos, and showed a major departure from their former style.

Instead, they now incorporated the use of synthesizer Moog pedals, giving the music a much stronger pop-rock sound.

Charlie Midnight, who had co-written Tito & Tarantula's 1995 hit song "Back to the House (That Love Built)", co-wrote the music for "Everybody Needs".

Larriva's former Cruzados bandmate, Steven Hufsteter, co-wrote "Crime & Shame", "World at My Feet" and "Super Vita Jane"; and ended up joining the band as a second lead guitarist.

The music for "Dead Person" was co-written by Dominique Davalos, who later became the band's bassist in 2005, and played on the album as a session musician, as the band chose not to hire a replacement for Condos to play on the album.