Andrew McMahon began his musical career as the lead vocalist and pianist for the Orange County piano rock band Something Corporate. The primary impulse behind McMahon's solo project, Jack's Mannequin, was a song he recorded in December 2003 titled "Locked Doors." He felt the song had too different a style from previous Something Corporate material to be one of their songs. He realized that if he ever decided to release it, it would be on a solo album rather than a Something Corporate record. Exhausted from months of touring in late summer 2004, the band decided to take a temporary break. During his time off, McMahon laid down piano and vocal tracks for a song on Hidden in Plain View's "Life in Dreaming" and two songs on Tommy Lee's "".