The first attempt to record their second work was in France and Ireland at the end of 1996, but internal problems caused the departure of members (including vocalist/guitarist Donna Matthews and bassist Annie Holland) and the temporary dissolution of the group.

Leader Justine Frischmann, who had recently broken up with boyfriend Damon Albarn of Blur, started to work on Brian Eno-influenced mood music with flatmate Loz Hardy of Kingmaker, resulting on tracks like "Miami Nice" and "My Sex", which ended up on the album.

Frischmann reconnected with Annie Holland in early 1999 and formed a new line-up of the band, including Justin Welch, keyboardist/vocalist Sharon Mew, formerly of Heave, guitarist Paul Jones (Linoleum's former member) and keyboardist Dave Bush, formerly of The Fall.

[3] Bush's ex-bandmate Mark E. Smith participated in the writing and recording process of two songs in the album, "How He Wrote Elastica Man" – (a play on the title of the Fall's 1980 single "How I Wrote 'Elastic Man'"), and "KB".

In a 2013 interview, Frischmann would reveal her regrets over the album's worth by claiming Elastica should have been a "one-album project".