Initially, Phair worked on several album tracks with songwriter Michael Penn as the producer. When she submitted the finished Penn-produced album to Capitol, the label gave it a lukewarm reception and was unwilling to release it as submitted. Having already exhausted her recording budget, label president Andy Slater offered Phair more money to record only if Phair agreed to work with the production team known as The Matrix (best known as songwriters for Britney Spears and Avril Lavigne) to come up with some singles for the album. Phair's collaboration with the Matrix resulted in only four songs, but much of the media attention focused solely on the Matrix-produced tracks, which were a notable departure from her earlier work. The album received multiple unfavorable reviews, especially from several independent music presses, accused Phair of "selling out" by making the record very pop-oriented. "The New York Times"' Meghan O'Rourke's review, titled "Liz Phair's Exile in Avril-ville", said that Phair "gushes like a teenager" and had "committed an embarrassing form of career suicide."