After "Tuesday Night Music Club", Crow wanted to prove her authority as a musician. According to her, "My only objective on this record was to get under people's skin, because I was feeling like I had so much shit to hurl at the tape." Work on the new album began at Toad Hall in Pasadena, California, the same studio where "Tuesday Night Music Club" was recorded, but sessions were then relocated to New Orleans, Louisiana because Crow "was feeling ghosts in that room". Bottrell was designated to produce the record and co-wrote three songs that would appear on the album, but eventually left because he could not sort out his differences with Crow. As a result, Crow took over production duties and wrote most of the songs alone or with only one collaborator. She also played most of the instruments on the album, including bass and guitar work and nearly all the keyboard parts. Most of the album was recorded at Kingsway Studios in New Orleans, although Crow would later return to Los Angeles to complete work at The Sound Factory and Sunset Sound. Audio mastering took place at Gateway Mastering Studios in Portland, Maine.