While previous Fountains of Wayne albums saw lead singer Chris Collingwood and bassist Adam Schlesinger write songs separately then arrange them with the rest of the band, initial work on their fourth album saw them trying a new approach in which they wanted to get guitarist Jody Porter and drummer Brian Young more involved by jamming together at Bearsville Studios in Woodstock, New York.

[2] In the end, "Strapped for Cash" was the only song developed from the Bearsville sessions, as the band reverted to their usual methods.

As a result, he only penned three songs for it — "Fire in the Canyon", "Hotel Majestic" and "Seatbacks and Traytables" — while Schlesinger wrote the rest.

Describing their process for the album, Schlesinger said, "We'll bring a song in, then Brian will come up with a feel for it, cut a basic track, then we'll spend a lot of time with Jody experimenting with different guitar parts.

"[5] The song "Someone to Love" includes backing vocals from former Smashing Pumpkins and Hole bassist Melissa Auf der Maur,[6] "Fire in the Canyon" contains backing vocals from the Candy Butchers' Mike Viola, "Seatbacks and Traytables" features former Smashing Pumpkins guitarist James Iha, and "Strapped for Cash" features trumpeters Ronnie Buttacavoli and Scott Wendholt; the former trumpeter also plays on "Yolanda Hayes".