In 2007, the remaining four group members reunited to do a compilation album, and ended up recording seven new songs over the course of one session.

[11] Finally, on September 4, 2010, while on VH1's Top 20 Music Video Countdown, Thomas stated that Matchbox Twenty was planning to start working on their next studio album in mid-September of that year.

As a result of the different recording environments, the group amassed a large amount of new material of various styles which could have become multiple albums.

[12] The group had about 60 songs to choose from when they all met up in Nashville and shared a house over a three-month period during the summer of 2011.

[13] One of the major factors that encouraged the group to finally move forward was a visit from record producer Matt Serletic, who they had not worked with since 2002's More Than You Think You Are.

[12] Regarding Serletic's return, Paul Doucette stated: "It sort of became evident that bringing someone new to the table was maybe not the best idea.

'"[14] Once they started recording the album at Serletic's Emblem Studios in Calabasas, California, they had narrowed down to about 20 songs.

For the first time, the band recorded several songs written solely by Doucette, Cook, and Brian Yale.