The recording sessions took place from November 1990 to December 1990 at London Bridge Studios, in Seattle, Washington. The album was recorded in only 15 days. The group worked with producer Rick Parashar, who also engineered, mixed and played piano. Two songs on the album, "Reach Down" and "Say Hello 2 Heaven", were written in response to Wood's death, while other songs on the album were written by Cornell on tour prior to Wood's death or re-worked from existing material from demos written by Gossard and Ament.