While touring in support of their debut studio album It's Great When You're Straight...Yeah (1995), vocalist Paul "Kermit" Leveridge was diagnosed with sepsis.

They recorded their second album at Real World Studios in Bath and Westlake Audio in Los Angeles, California, over eight weeks with Danny Saber, John X Volaitis, and frontman Shaun Ryder as producers.

[2] After flying back to the United Kingdom after a show, vocalist Paul "Kermit" Leveridge fell ill and was subsequently diagnosed with sepsis.

[7] Black Grape then toured across the United States and South America with Psycho; Kermit had to miss the trek as a result of a lung infection.

[8][9] Despite Kermit being too ill to tour, he flew to the US in May 1996; he, frontman Shaun Ryder, and producer Danny Saber worked on some new songs in a rented house in Hollywood.

Throughout the year, the band spent three separate fortnight-long sessions at the rented Hollywood residence to write material for their next album, with the last occurring in December 1996.

[19][21] Sessions were held at Real World Studios in Bath and Westlake Audio in Los Angeles, California, with Saber, John X Volaitis, and Ryder as producers.

[22] Around this time, Kermit and Psycho were focused on trying to get their side project Manmade started; Ryder theorised that people had told the pair that they did not need him to be successful.

[26][27] Author Lisa Verrico wrote in her book High Life 'N' Low Down Dirty: The Thrills and Spills of Shaun Ryder that the album melded together "P-funk, soul, hip hop, rock and drum'n'bass beats with a buoyant brass section, bongos, scratching and the usual smattering of musical steals".

[33] "Squeaky" is about safe sex; its music is a cross between the sound of Led Zeppelin and baggy, with record scratches and duck noises.

[28][34] "Marbles" is a trip hop and electronic house track that was compared to the work of Happy Mondays and continued the vocal sparring found on Black Grape's debut.

[30] "Rubberband" is a guitar-focused rock song with heavy bass parts, topped by Ryder's distorted voice being run through a flange pedal.

[28][34] It channels the sound of "Devils Haircut" (1996) by Beck and lifts the guitar part from the Pills 'n' Thrills and Bellyaches opening track, "Kinky Afro".

[22][38] "Tell Me Something" is a drum and bass track with Latin music flourishes and borrows elements of "Fools Gold" (1989) by the Stone Roses and the psychedelic work of the Byrds.

[34][44] Ryder said the album's artwork received criticism from some people in the US as the golliwog doll depicted with googly eyes came across as a racist stereotype, to which he responded: "We had two black kids in the band, Kermit and Psycho, who hadn't even thought anything of it".

"[59] The Daily News's Michael Mehle wrote that it went "a long way toward streamlining [the sound of their debut] for American audiences", highlighting the "rap influences" and "thick, high-impact dance tracks".

[60] Author Dave Thompson, in his book Alternative Rock (2000), wrote that it was "more focused" than the first time, with the band "refin[ing] their sound down into a powerful funkadelic hybrid ..."[66] MTV reviewer Lily Moayeri said it followed their debut with "[w]ell-rounded grooves, funky hip-hop rhythms, and soulful vocal offerings with an inherent sense of humor".

[36] Ed Masley of the Pittsburgh Post-Gazette saw it as a "musical trainwreck of breakbeats, samples, loops and sky-high Wonderwalls of rock guitar".

[26] CMJ New Music Monthly writer Andrew Beaujon called it "one hell of a funky document", adding that the "party-in-the-studio patina" that Ryder has been attempting since Happy Mondays was "now fully realized".

[39] Silvio Essinger of Jornal do Brasil considered it "mind-numbing – it has [a] hypnotic swing" that is fronted by "damaged soul, drunken funk and a lot of psychedelicism, all in one puff".

[62] Richard T. Thurston of Ink 19 saw it as akin to Oasis' works and called it a "ballsy hybrid of dance and rock that is ripe for young ears.

"[27] Entertainment Weekly contributor Mark Bautz saw it as a "lackadaisical effort that verges on dullness" since the majority of the tracks are "so indistinguishable that the disc rapidly descends from a lively groove into a familiar rut.

"[68] Eric Weisbard of Spin thought that the "tunes are almost an afterthought this time", signalling that "Dadi Waz a Badi" and "Tell Me Something" were the only songs that "capture the manic pop thrill" of their debut.

[65] Johnny Walker of MTV felt that Saber's "ace production and arsenal of instrumental touches" are not able to hide that the album "doesn't pack the punch of the band's debut".

Online, the staff there remarked that despite the band's lack of songwriting, it "doesn't stop 'em from making CDs", referring to it as "boring and repetitive".