Jon Oliva and producer Paul O'Neill decided to keep Savatage going to honour the memory of Criss, and went to Morrisound Studios in Tampa, Florida to work on the next album. They had invited Middleton, Stevens, Wacholz and Caffery to join them, but these were still dealing with the death of Criss and did not show up. Jon Oliva and O'Neill started writing and recording the album together, with Oliva performing all drums and bass on the album, with both he and O'Neill responsible for rhythm guitar and keyboards. Oliva also performed some lead guitar, but the pair eventually enlisted former Testament guitarist Alex Skolnick to record most of the guitar solos, and subsequently contacted vocalist Zak Stevens to record the vocal parts for the album.