The group started to move away from the "party life" they had enjoyed while making the previous albums, and the musical and lyrical themes that would be present on their next record reflected that growth.

[6] When they began work on the new album in 2005, Thes One and Double K were feeling that sample-based hip hop was becoming repetitive and gravitating increasingly toward overused jazz samples.

Due to all these factors, People Under the Stairs made a conscious decision to be as different and unique as possible in their attempt to create a cohesive album with a broader, less jazzy sound palette.

The cover was meant to look like a "working copy" record sleeve, with just the group's name in Umbra font and two fireworks prints, as well as the album's name and a phone number.

[7] People Under the Stairs invited keyboardist Kat Ouano of the Oakland-based Crown City Rockers to play on the album-closing track, "On & On".

Thes One was instantly drawn to the record, and believing it to be a Mexican album, he included a sample of "All I'm Missing is You" by Cassell on the People Under the Stairs track "You".

[10] Allmusic, in a positive review, stated that the album "successfully combines rhymes, beats, groove, and flow into one really coherent, 20-song record" and called the group "experienced leaders who've made their mark in the music".