The band began recording material with producer Jack Douglas at Slash's home studio as well as Ocean Way Studios. The recording featured contributions by Teddy Andreadis, Jimmy Zavala and Lee Thornburg, amongst others. Initially, the label was positive about the album, setting a release date for February 22, 2000. However, when Slash was informed by Geffen, who had folded into Interscope Records, that the album was not the type of music the label produced, he bought the album back and signed a deal with Koch Records. Following the completion of the album, Roxie departed the band with former Big Bang Babies, Warrant and Ratt guitarist Keri Kelli joining in his place.