During a break in their intense touring schedule in support of their debut album, Gift, Taproot went to Los Angeles to record several demos with Toby Wright.

Some of the demos include "Can't Believe", "Poem to Self", "Sumtimes", "Remain", "Strive", "Free", "Fort", "Like", "Promise", "When", "Transparent", "Contradiction", "Keep Your Head Up", "Not a Quitter", "Fault", "Get Me", "Can You", "Indecisive", "Myself", and "Dreams".

This was initially met with resentment from the band, but they ultimately wrote entirely new songs that they felt show greater maturity.

[2] One of the most prominent songs to survive the fresh batch was "Poem," which had seen prior success after being debuted by the band during concerts, such as Ozzfest 2001, and went on to be arguably Taproot's most well known single.

AllMusic's Brian O'Neill also compared the band's stylistic "idolatry" as a shift from Korn to Alice in Chains.

"[1] CMJ New Music Report described the album as musically being a combination of Korn and Alice in Chains,[10] and they also stated that Stephen Richards "wears vocal inspirations of Mike Patton and Brandon Boyd proudly on his sleeve, reaching high pitches that often toe the line between passionate and whiny.