The Black Crowes began writing songs for the follow-up to their 1999 album "By Your Side" as free agents, having left Columbia Records through a loophole in their contract. The decision to leave was driven by Columbia's promotion of "By Your Side". According to band member Rich Robinson, "That record was destined to fail because ... executives just said, 'It's not going to do well ... It's no use wasting time or money.' " The band also was frustrated by the label's request for albums sounding similar to their first, 1990's "Shake Your Money Maker".