After the release of her first album, her parent record company, EMI, was taken over by Terra Firma. She also changed her management company from Empire Artist Management to Twenty-First Artists, although her core team remained in place. At the urging of her record company, Allen tried unsuccessfully to create the album with several writers and producers. Allen eventually returned to Greg Kurstin who had written three songs for "Alright, Still." The album was produced by Kurstin at Eagle Rock Studios in Los Angeles. Before returning to Kus, Allen co-wrote the songs for the album with Kurstin who played piano on it. This is a change from her earlier work in which she wrote lyrics for finished tracks. Allen released a statement saying "We decided to try and make bigger sounding, more ethereal songs, real songs ... I wanted to work with one person from start to finish to make it one body of work. I wanted it to feel like it had some sort of integrity. I think I've grown up a bit as a person and I hope it reflects that." She posted two new song demos on her MySpace page and planned to release a mixtape to give her fans an idea of what the new direction was.