Two other songs on the album had been first recorded during the Mental Notes sessions, but left off and re-recorded for Second Thoughts.

There were two new songs, both written by Phil Judd, and a re-recording of an early Judd/Finn composition ("129"), which for the Second Thoughts version, was renamed "Matinee Idyll".

Wally Wilkinson's image was replaced with that of Robert Gillies, and some band members are shown with newer haircuts: Phil Judd was now bald, and Tim Finn had his sides shaved.

Tim Finn, Robert Gillies and Eddie Rayner have said that the band felt the songs needed to be redone.

But both Phil Judd and Noel Crombie have said that the re-recording of the Mental Notes tracks was a waste of time.