The writing and recording process were largely the same as that for the first OSI album. Matheos would send Moore guitar, keyboard and programming parts; Moore would then "chop them up and stuff". Matheos considers the writing process for OSI as more collaborative than writing for his other band, Fates Warning: "With Fates I write songs and we don’t really change a whole lot from my final version to the version that goes on the record," he said. "With Kevin it's much more collaborative in that I come up with a song idea and it can change completely from my original idea to the final product on the record."