In a June 2001 interview with Rolling Stone, singer Mark McGrath talked about the album, saying that "every song is about relationships", and that "I think it has to do with — I hate to say this — we’re getting a little bit older.

[8][9] Sugar Ray had previously done a country song called "One Brave Cowboy", which appeared as a hidden track on their debut Lemonade and Brownies.

"[11] It is conceptually similar to Sugar Ray's song "Rivers" from the Scream 2 soundtrack, which was also written in the style of another band (in that case, Weezer).

[14] Bassist Murphy Karges said in 2019 that it sounded like a hit when they heard the original version, adding that when they recorded the song, "it just didn't fit our band".

It references some of the punk, hip hop and new wave artists that they were listening to during that time, such as The Clash, Culture Club, Men Without Hats and Run-DMC.

[16][8] The second single "Answer the Phone" originated while the band were doing pre-production work on the album at Karges's garage in Costa Mesa, California.

The bassline for "Stay On" was written by guitarist Rodney Sheppard, while Stan Frazier wrote the song's hook.

[18] After the album was released, Sugar Ray spent two months touring the U.S. with country/hip hop artist Uncle Kracker and theSTART.

"[22] In another 2022 interview with Screen Rant, McGrath said that he and his bandmates grew up watching Scooby-Doo as children in the 1970s, adding that "we lived on the set of Spooky Island with all the extras and all the cast for five insane, party-fueled days.

[25] Rolling Stone's Arion Berger had a positive review, remarking that "Sugar Ray drifts further from the group's early aggro-pop sound; it's about girls and fun, cushy with melodies and McGrath's earthy, inconsistent vocals.

"[7] The Bangor Daily News wrote in August 2001 that, "the punchy speed punk-funk act from Orange County of five years ago is gone, having been officially replaced by a ballad-driven, radio friendly power pop band.

"[33] PopMatters wrote in their June 2001 review that, "in the course of [their] evolution, they traversed styles as diverse as punk/metal, ska/reggae, surf-rock, and even what their original harder-edged fans dismissed as fluffy 'sissy girl' rock.

Pretty boy lead singer Mark McGrath looks like he could be equally at home as a cast member of Dawson’s Creek or on the cover of Maxim or GQ.

"[8] Billboard's June 2001 review states that, "this is the album Sugar Ray has been inching to record since its 1997 break-out hit Floored", adding that "Sugar Ray shows the quintet honing a hybrid of hip hop, funk, arena rock and pop — coated with an ample dose of frat-boy humor and teen-dream romance.