The disc was recorded by the band's initial founding lineup consisting of singer/guitarist Cory Hance, singer/guitarist Pat McIntyre, bassist Brede Hovland, and drummer Randy Payne over the course of a year.

Though Million Yen Studio has since moved to a larger, more studio-like location, We Can Replace You was tracked and mixed in Andy Gerber's apartment in Chicago's Humboldt Park neighborhood, with his upstairs neighbor's kitchen serving as the isolation room for the drums and bass.

Founding bassist Brede Hovland laid down his final bass and vocal tracks just a day before leaving the band and Chicago to pursue a film production career in Los Angeles.

The song "Silver Cloud" gained the band wider recognition from mainstream listeners as a free music sample on Dell computers.

Payne and McIntyre formed the band Cisco Pike and Hance continued recording and performing under The Cells' name, recruiting drummer Mark Doyle and bassist Johnny Furman.