The album was written and recorded in two months while the band was still on tour in support of their previous record, "Happiness... Is Not a Fish That You Can Catch", which had only been released 14 months prior. A combination of lead singer-songwriter Raine Maida's prolific songwriting at the time and lead-guitarist Mike Turner's discovery of "The Age of Spiritual Machines" in a bookstore hurried the completion of the album. The band only took a break from recording to organize and perform at Summersault in 2000. Unlike their previous releases, this one features a more organic, acoustic sound, and less obvious layering and electronic texturing.