Garbage began writing their second album, which would go under the working title of "Sad Alcoholic Clowns", in March 1997 in the band's label head Jerry Moss's vacation house in Friday Harbor, Washington. The group demoed and made rough outlines for new songs. When they felt they had made a good start, Garbage took the work they made in Washington back to their Madison, Wisconsin, base at Smart Studios and begin fleshing out the ideas and rough sketches over the following year. The group recorded all of their work for the second album through a 48-track digital system digitally, direct to hard drives utilizing a 24-bit Pro Tools rig. While only one recorder was up in the early sessions, eventually another was installed to edit, and ultimately a third so Manson could record vocals while the other members fiddled with recordings. Vig estimated that the sample collage approach led to "probably have five albums' worth of music", and songs featuring up to 120 audio tracks. After the digital file was ready, mixing was done in an analog tape deck, which held only 14 tracks.