In January 2007, the band said they had composed 12 songs for their second album. Around this time, the group demoed a handful of songs for Paul Leavitt. The band began recording on April 17, 2007, with producers Matt Squire and Leavitt at SOMD Studios in Beltsville, Maryland. The group previously worked with Leavitt on "The Party Scene" (2005) and the "Put Up or Shut Up" EP. According to a studio update posted on April 20, guitarist Jack Barakat revealed the band was in pre-production. The group listened to the demos they had recorded previously, picking and choosing which songs they would work on further, as well as parts of other songs they wanted to retain. Gaskarth said the band went into the studio with around 15 songs, before that number was whittled down to three. They subsequently wrote a lot of material in the studio.