While stylistically similar to the band's self-titled debut album The Runaways, Queens of Noise features greater emphases on volume and musical sophistication.

[3] According to Fox, the band was contractually obligated to produce two studio albums each year for their label (Mercury Records), which led to the eventual release of Queens of Noise on January 7, 1977.

[1] Before the recording of Queens of Noise began, the increasingly poor relationship between the Runaways and their manager, Kim Fowley, led them to arrive at the mutual decision to bring in a different day-to-day producer for the album.

The man selected to both engineer and produce the album was Earle Mankey, most famous for his work with the Beach Boys, although Fowley did remain involved in its production on a periodic basis.

[4] Queens of Noise was recorded in November 1976[2] at Mankey's Brothers Studio in Santa Monica, California, a facility most famous for its association with The Beach Boys.

[4] In addition to the ten songs that were released on Queens of Noise, the Runaways also recorded two more during these sessions that did not ultimately make the final cut for the album: "Hollywood Dream" and "C'Mon".

[10] According to Fox, the recording and potential inclusion of "Hollywood Dream" on this album sparked a "true band rebellion" because only lead vocalist Currie wanted to see it released.

[4] Ford and Fox were so displeased with the song that they both refused to record their respective instruments on the track, and with the support of Jett and West they helped ensure that it was not included in the finalized album.

[14] The only song on the album that was not written or co-written by any of the Runaways themselves,[3] "Queens of Noise" was penned by Billy Bizeau of the Quick, the other band that Fowley managed.

[4] Alex Henderson nonetheless deemed it a "classic" in his review for AllMusic, along with the songs "Neon Angels On the Road to Ruin" and "I Love Playin' with Fire",[5] while Jett noted that it "always went over really well" with audiences when it was played live.

[14] Written by Fowley, West, and Michael "Micki" Steele[3] during the latter's brief tenure as bassist, "Born to Be Bad" is very slow in tempo and features "unusually mellow" lead vocals from Jett for part of the song.

[3] It is an up-tempo song with Jett providing lead vocals that Myers describes as "divinely decadent",[11] while it also features both a powerful riff and another guitar solo from Ford.

[4] The song also features hand clapping during the third verse, which the Runaways recorded with a group of friends that included Rodney Bingenheimer, an experience that Fox remembered as an excruciatingly long process because "someone was off on every take".

[4] After beginning with another opening drum fill from West,[11] the song quickly becomes a guitar-driven "stomping rock track" with Currie on lead vocals and Jett harmonizing with her on the choruses.

Jett described the lyrical content as the story of a frontman and a frontwoman who fall in love but "can't stay together because each one has to go their own way to help their career".

[3] Described by Jett as a chance "for Lita to show off her lead guitar work",[13] the "seven minute epic" has been criticized as "an unnecessary use of vinyl"[11] and a "doom-laden attempt at a slow blues number".

[11] In a negative review for The Village Voice, Robert Christgau gave the album a grade of "C−" and panned the Runaways as "bimbos" whose singing sounds out of tune.

[18] In a retrospective review for AllMusic, Alex Henderson referred to it as the Runaways' "outstanding sophomore effort ... hard rock that pulls no punches either musically or lyrically".

In addition to the inclusion of the album version of "Hollywood", it also featured covers of "California Paradise", "Queens of Noise", and "I Love Playin' With Fire" recorded by Dakota Fanning and Kristen Stewart, who respectively portrayed Currie and Jett.