"Guilt Show" was recorded at Black Lodge Studios with Rose as the producer, in addition to acting as engineer. Despite having worked with the band for the previous six years, it marked the first time he produced an album for them. The group began doing pre-production in April 2003, listening to around 20 demos at drummer Ryan Pope's house. By the end of the month, they had tracked scratch guitar and vocals for 13 songs. The process consisted of Pryor playing to a click track, Rose and Pope would build drum tracks over. By early May, the drums were recorded for 13 songs, with guitar, bass and vocals only being finished for a few of them. Around this time, Jason Russell of Hot Rod Circuit was in the city to practice with Pryor's other band the New Amsterdams, and ended up singing on "Man of Conviction", the only track finished up to that point.