Out of the Vein was recorded at the group's own Mourning Wood Studios in downtown San Francisco and at Skywalker Sound.

[6] Frontman Stephan Jenkins felt that Out of the Vein would mark "a new period for the band",[7] and added that "The first two albums were like two parts of the same piece.

[7][10] According to Jenkins, some of the reasons for the delay stemmed from a self-imposed pressure to live up to Third Eye Blind's previous successes, leading him to rewrite lyrics.

Jenkins originally wanted the album to be titled Crystal Baller, after the song of the same name, but it was renamed to Out of the Vein because the other members hated the name.

performing backup vocals; Jenkins noted that "his voice is so hilarious because it sounds like it's doubled and compressed, but it's not.

"[12] The song "Misfits" initially started as a collaboration between Jenkins and Limp Bizkit frontman Fred Durst.

[7] Much of the music on the album was written while Jenkins was suffering through an extended period of depression in late 2000 and 2001.