The Chills released their second studio album Submarine Bells in 1990; it was well-received in Europe and was popular around colleges in the United States.

Following this, keyboardist Andrew Todd and bassist Justin Harwood left, and Terry Moore, who had played with them in the early 1980s, returned on bass.

Now a trio, the band started demoing material for the next release in July 1991.They then travelled to Burbank, California in the US to collaborate with producer Gavin MacKillop, known for his work with the Church and Shriekback.

Mauro Ruby took on Stephenson's role; Lisa Mednick and Steven Schayer of Clay Idols joined on keyboards and backing vocals, respectively.

"[9] For author Dave Thompson, in his book Alternative Rock (2000), the bulk of his review was centered on "Song for Randy Newman Etc", while also highlighting "Water Wolves" and "Double Summer".