Following the success of Love & Hope & Sex & Dreams and having been voted Best New American Band by Rolling Stone, the band wished to expand their sound and shed the "roots" label, which they believed categorized their music unfairly.

They returned to Los Angeles to work with producer Mike Campbell, but the sessions were shelved after disagreement arose over the album's sound.

Campbell wished for the album to resemble Tom Petty's brand of 1960's rock and wanted Kurt Neumann to alter his guitar-playing style accordingly.

[1] Jerry Harrison had previously expressed interest in working with the band, an offer which they accepted after returning to Wisconsin.

Music critic William Ruhlmann, writing for AllMusic, wrote of the album: "The songwriting wasn't as impressive, and the de-emphasis on such signature sounds as Sammy Llanas' nasal voice inclined the album toward anonymity.