All of the basic tracks were recorded in the same order as they appear on the album, as were the drum overdubs that followed. The recording sessions took place in early 1986 largely at Rundgren's Utopia Sound Studios in Woodstock, New York. Partridge described Utopia Sound—a two-story building located on the edge of a forest—as "a glorified log cabin". The band stayed at a nearby guest house, while Rundgren lived in the "main house" up the road. They arrived without rehearsing the material because of the expectation that Rundgren would change the song structures anyway. In Moulding's recollection, "That was the problem with the whole record. ... everybody kept saying, 'There's no point in rehearsing!' ... I realized, 'I don't know "any" of these songs!' 'Nobody's told me the chords! What'll we do?'" The project consumed only three reels of tape: one for side one, another for side two, and a third for extras and leftover tracks. Moulding remembered that "one track ran into another. No edits. Todd had a very unorthodox way of recording—15 ips. ... and done very quickly. Second takes were uncommon, but it was all charming in a way. Partridge considered these methods a "money-saving ruse", and believed that Rundgren "didn't wanna spend out on reels of tape".