The album is the follow-up to the poorly received covers album "Thank You", and bassist John Taylor left the band in January 1997 before recording was complete. With only three members remaining – Nick Rhodes, Simon Le Bon and Warren Cuccurullo – Duran Duran wrote and recorded several new tracks for the album, and re-recorded songs previously done with Taylor. His work remains on only four songs. Cuccurullo later stated that most of the finished album was reworked TV Mania material originally written by himself and Rhodes.