When making the album, the band did not want to use digital recording as they wanted to sound how they did in their first albums. The album was made in the garage of Dave Grohl, the lead singer and guitarist of the band. The house was in Encino, California. The album was made on only analog equipment. It was produced by Butch Vig. Vig had worked with Grohl in 1991 and 1992 to produce Nirvana's album "Nevermind". The band spent three weeks making sure they could play the songs well before recording, as no mistakes can be fixed after recording on analog equipment. There were also guests who played on the album, such as Bob Mould, Krist Novoselic, Jessy Greene, Rami Jaffee and Fee Waybill.