The Black Crowes had previously sent Was demos to interest him in producing "By Your Side", but Was believed the demos were good enough to be the album. Columbia Records disagreed with Was' assessment, however, leading to Kevin Shirley's hiring. With complete artistic control under V2 Records, the band was free to hire Was for "Lions". Recording took place in January and at Montana Rehearsal Studios and Theater 99 Recording in New York City. The recording sessions progressed as smoothly as the writing; only "Come On" caused conflict between the band and Was. Rich acknowledged, "We must have recorded 'Come On' about five times in different ways ... Then just took it away with him and came back with this different mix", which impressed the band, leading to its inclusion on the album. The band ultimately was satisfied by the recording experience, finding that Was was devoted to helping realize their vision for the album rather than imposing his own.